FINEXITY Group signs Letter of Intent to take over OneCrowd-serviced issuances and investor base

Finexity AG (ISIN: DE000A40ET88, XETRA: FXT) and its subsidiary Finexity Invest GmbH have today entered into a Letter of Intent (“LoI”) with the insolvency administrator of OneCrowd GmbH, Dresden, as well as with OneCrowd GmbH’s subsidiaries OneCrowd Securities GmbH and OneCrowd Loans GmbH, each acting with the consent of their respective preliminary insolvency administrators. The Supervisory Board of Finexity AG has approved the conclusion of the LoI. OneCrowd GmbH operates the investment platform onecrowd.de, which consolidates the former platforms Seedmatch, Econeers and Mezzany.

The LoI covers the FINEXITY Group’s intended takeover of the administration of approximately 70 issuances serviced on the OneCrowd platform (which are in the administration phase following completion of the placement); to this end, a corresponding offer is to be submitted to the respective issuers shortly. The subscribed volume of these issuances amounts to approximately EUR 33.6 million, and the recurring annual servicing fees to just under EUR 0.3 million (net). In addition, the approximately 101,000 registered users of the OneCrowd platform – of whom approximately 30,000 are investors who have already invested – are to be given the opportunity to register on a platform of Finexity Invest GmbH that is yet to be designated and to continue tracking their investments in issuers that likewise transfer to the FINEXITY Group on that platform. The FINEXITY Group intends to integrate the transferring issuers and platform users into its own infrastructure and thereby expand its market position. The assumption of any liabilities of the OneCrowd Group is not envisaged.

To secure platform operations during the transition, Finexity AG will make an earmarked contribution towards the costs of the insolvency estate (Massekostenzuschuss) of OneCrowd GmbH in the amount of EUR 25,000 plus VAT to fund the continued operation of the OneCrowd platforms until October 31, 2026. Finexity AG may extend the continuation period twice by one month each; a further such contribution in the same amount is envisaged for each month of extension. Exclusivity in favor of the FINEXITY Group with regard to the takeover offer has been agreed for the continuation period. As further consideration, performance-based earn-out payments to the respective insolvency estates are envisaged: up to 10% of the net commissions that the FINEXITY Group collects, within 24 months of the respective transfer, from new subscriptions by transferred users or by users investing with Finexity for the first time on the basis of the transfer offer, as well as 10% of the net servicing fees that it collects within 36 months from transferred issuer agreements. As part of the definitive transaction documentation, Finexity AG is also to be granted a purchase option on the trademarks and domains of OneCrowd GmbH as well as an exclusive right to negotiate and a right of first refusal in respect of technology and IP.

The LoI is legally non-binding, with the exception in particular of the provisions on the continued operation of the platforms, the consideration (contributions towards the costs of the insolvency estates and earn-out), exclusivity and confidentiality; its term ends on January 31, 2027 at the latest. The details of the earn-out arrangements remain to be determined by the parties. Completion of the transaction is subject to the conclusion of definitive agreements, the approval of such agreements by the Supervisory Board of Finexity AG, and the consent of the issuers and users concerned in each case. The parties will use the continuation period to complete the ongoing due diligence and to prepare the migration from a technical and organizational perspective.


About FINEXITY
The FINEXITY Group (Xetra: FXT · ISIN DE000A40ET88) builds and operates the infrastructure of the digital capital market: issuance, register connectivity and distribution of tokenized securities from a single source — operational since 2020 — complemented by the display of sell offers on the DLT-OTC (bulletin board). The Group is represented at six locations in Germany, Switzerland, Liechtenstein and the United Arab Emirates.

Capital Markets Solutions comprises nolivius (Advisory & Structuring) and VolksInvest (the online broker brand of Finexity Invest GmbH); Infrastructure Solutions comprises Nundara (tech infrastructure for tokenization, subscription and register connectivity) and Effecta¹ (distribution hub and liability umbrella).
¹ The acquisition of 90.1% of Effecta GmbH remains subject to the successful completion of the owner control procedure.  


Media Contacts FINEXITY                                                                    
Robin Tillmann                                                       Sascha Dettmar
E-Mail: presse@finexity.com                               E-Mail: sascha@dettmar.email
Mobile: +49 175 389 7878                                      Mobile: +49 151 1007 0566


Disclaimer:
This announcement constitutes neither a public offer of securities nor an advertisement for a public offer of securities, in particular not within the meaning of Regulation (EU) 2017/1129 (Prospectus Regulation).