SFC Energy AG decides on up to EUR 56.43 million capital increase

SFC Energy AG decides on up to EUR 56.43 million capital increase

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA.

Brunnthal/Munich, 11 July 2022 – Today, the Management Board of SFC Energy AG (SFC) has, with the approval of the Supervisory Board of SFC, resolved to increase its share capital from EUR 14,469,743.00 by up to EUR 2,893,948.00 to up to EUR 17,363,691.00 by partial use of its existing authorized capital against cash contribution with subscription rights of existing shareholders through the issuance of up to 2,893,948 new ordinary bearer shares with no-par value (auf den Inhaber lautende Stückaktien) with a nominal value of EUR 1.00 and carrying full dividend rights from 1 January 2022 (New Shares).

The New Shares will be offered to the existing shareholders and holders of subscription rights, subject to the approval of a securities prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht; BaFin) and the publication of the securities prospectus, by way of indirect subscription rights. Approval of the securities prospectus is expected to be granted on 11 July 2022. Following the approval, the securities prospectus will be made available on SFC’s website (https://www.sfc.com/en/investors/share/capital-increase/). SFC is offering the New Shares publicly in Germany exclusively through and on the basis of a securities prospectus to be approved by BaFin. The subscription offer is expected to be published in the German Federal Gazette (Bundesanzeiger) on 12 July 2022. The subscription price per New Share is EUR 19.50 (the Subscription Price). The Subscription Price of EUR 19.50 per New Share corresponds to a discount of 18.47% to TERP (theoretical ex-rights price).

The Joint Global Coordinators have agreed to offer the New Shares to the existing shareholders during the subscription period, which is expected to run from, inclusive, 13 July 2022 until, inclusive, 26 July 2022, at the Subscription Price. The subscription ratio has been set at 5:1, i.e., five (5) existing shares entitle the holder to subscribe for one (1) New Share at the Subscription Price. There will be no public offering outside Germany and the securities prospectus will not otherwise be approved by any other regulatory body.

SFC expects gross proceeds from the capital increase in the amount of up to approximately EUR 56.43 million. The Company intends to use the net proceeds from the capital increase for regional and technological expansion, acceleration of its research and development activities and inorganic growth opportunities.

Dr. Peter Podesser and Daniel Saxena, members of the Management Board and shareholders of the Company, have agreed to fully exercise their subscription rights; the member of the Management Board and shareholder Hans Pol has agreed to exercise subscription rights to New Shares in the amount of EUR 100,000.

The Company and members of the Management Board have each agreed with the Joint Global Coordinators to a 180-day lock-up period subject to customary exceptions.

The subscription rights (ISIN DE000A31C255 /WKN A31C25) with respect to the New Shares are expected to be traded on the regulated market (Xetra and Xetra Frankfurt Specialist) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) from 14 July 2022 through to 21 July 2022 (ending with a closing auction on XETRA starting not before 11.45 a.m. CEST and on XETRA Frankfurt Specialist with an independent special auction starting at 12.00 p.m. CEST (noon))). As of 13 July 2022, the existing shares of SFC (ISIN DE0007568578/WKN 756857) are expected to be quoted “ex subscription rights” on the regulated market (Prime Standard) of the Frankfurt Stock Exchange.

The New Shares for which no subscription rights have been exercised during the Subscription Period will be offered for sale by way of a private placement to qualified investors in Germany and other jurisdictions outside the United States in offshore transactions in reliance on Regulation S under the Securities Act at a price not lower than the Subscription Price (Rump Placement). The final number of New Shares will be determined by the Management Board, with the approval of the Supervisory Board, after the end of the Subscription Period and the Rump Placement, which is expected to occur on 27 July 2022. Trading of the New Shares on the regulated market of the Frankfurt Stock Exchange and the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) is expected to commence on or around 1 August 2022, after registration of the consummation of the capital increase in the commercial register. 

Disclaimer

This communication constitutes neither an offer to sell nor a solicitation to buy securities. The public offering in Germany will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of SFC Energy AG should only be made on the basis of the securities prospectus approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht; BaFin), which approval should not be understood as an endorsement of the securities offered. The securities prospectus will be published prior to the commencement of the public offering and will be available free of charge at https://www.sfc.com/en/investors/share/capital-increase/.

With respect to Member States of the European Economic Area (other than Germany) or the United Kingdom, no action has been taken or will be taken to permit a public offering of the securities referred to in this document which would require the publication of a prospectus in any Member State of the European Economic Area (other than Germany) or the United Kingdom.

This announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This announcement is only addressed to and directed at persons in member states of the European Economic Area other than Germany who are qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation (Regulation (EU) 2017/1129).

In the United Kingdom, this communication is only being distributed to and is only directed at qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are either: (i) persons who have professional experience in matters relating to investments and fall within the definition of "investment professionals" contained in article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) persons falling within article 49 (2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of any of the Joint Global Coordinators or any of their parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such persons’ respective directors, personally liable shareholders, officers, employees, agents, affiliates or advisers, as to, and no reliance should be placed on, the accuracy, completeness or fairness of the information or opinions contained in this announcement and no responsibility or liability is assumed by any such persons for any such information or opinions or for any errors or omissions. All information presented or contained in this announcement is subject to verification, correction, completion and change without notice. The Joint Global Coordinators are acting exclusively for the Company and no one else in connection with the offering and will not regard any other person (whether or not a recipient of this announcement) as their client in relation to the offering and will not be responsible to anyone other than the Company for providing the protections afforded to their client nor for providing advice in relation to the proposed offering.

SFC Energy IR Contact:
Susan Hoffmeister
Tel. +49 89 125 09 03-33
Email: susan.hoffmeister@sfc.com
Web: sfc.com