Convertible Bond and preliminary figures

NOT FOR DISTRIBUTION, PUBLICATION OR DISSEMINATION, IN WHOLE OR IN PART, IN, INTO OR FROM COUNTRIES WHERE SUCH DISTRIBUTION, PUBLICATION OR DISSEMINATION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LEGAL PROVISIONS OF THESE COUNTRIES, IN PARTICULAR NOT IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.

Publication of inside information in accordance with Art. 17 of Regulation (EU) No. 596/2014 

• 123fahrschule SE issues a convertible bond with a nominal value of up to EUR 3,391,485.90 and an interest rate of 7.5% p.a., divided into up to 1,027,723 notes with a nominal value of EUR 3.30 each with conversion rights into up to 1,027,723 shares in the company while granting its shareholders statutory subscription rights.
• The subscription price is EUR 3.30 per note and thus corresponds to its nominal value
• 123fahrschule reports preliminary unaudited figures for the 2024 financial year with record revenue of EUR 22.8 million

Cologne, January 26, 2025.

On January 26, 2025, the Management Board and Supervisory Board of 123fahrschule SE (ISIN: DE000A2P4HL9) resolved to issue a convertible bond with a nominal value of up to EUR 3,391,485.90, divided into up to 1,027,723 notes with a nominal value of EUR 3.30 each and with conversion rights into up to 1,027,723 shares of the company ("partial bonds"). The shareholders of the company will be granted statutory subscription rights. As part of the subscription offer, the shareholders will be offered 1,027,723 notes for subscription within the subscription period, which is expected to run from January 30, 2025 to February 12, 2025 (inclusive). The subscription price has been set at EUR 3.30.

For the public offer, the company has prepared a key information document in accordance with Regulation (EU) No. 1286/2014 of the European Parliament and of the Council of November 26, 2014 on key information documents for packaged retail and insurance-based investment products, which will be published on the company's website before the start of the public offer. The subscription offer is expected to be published in the Federal Gazette on January 29, 2025. 

Any unsubscribed notes will be offered to selected qualified investors for purchase at the subscription price as part of a private placement.

If the notes have been issued in full, the company will receive issue proceeds (before costs) of up to approximately EUR 3.4 million.  The net proceeds are to be used to finance the issuer's sales and earnings growth. In particular, it is to be used for the necessary investments in connection with the upcoming introduction of legally recognized training on driving simulators and online instruction in theoretical driving license training.

The transaction is supported by NuWays AG accompanying the issuance of the notes.

In addition, the Company's Management Board is reporting preliminary unaudited figures for the 2024 financial year. With revenue of EUR 22.8 million and EBITDA of around EUR 400 thousand, the company significantly increased its revenue and earnings compared to the previous year.

Compared to the 2023 financial year, this results in an increase in revenue of around 10%. Even though it fell just short of the Management Board's estimate, the EBITDA of EUR 400 thousand represents a significant improvement of around EUR 1.3 million compared to the 2023 figure of EUR -887 thousand and clearly shows the continuously improving profitability of the operating driving school business. The final consolidated financial statements for 2024 are expected to be published on March 31, 2025.

- End of message -

Contact information

123fahrschule SE - Boris Polenske

Klopstockstr. 1

50968 Cologne

Tel:   +49 221 1773570

E-mail:

This announcement is not an offer to sell or the solicitation of an offer to buy securities of 123fahrschule SE. This announcement is not a prospectus and investors should not purchase any securities referred to in this announcement except on the basis of the key information document expected to be published on its website (www.unternehmens.123fahrschule.de) on January 29, 2025 in connection with the public offering in Germany of partial debentures of 123fahrschule SE.

This publication does not constitute an offer or solicitation of an offer to purchase or subscribe for securities in the United States of America, Australia, Canada, Japan or in any other jurisdiction in which such offer is restricted by law. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), except in a transaction not subject to, or pursuant to an exemption from, the provisions of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any Australian, Canadian or Japanese resident or citizen. The offer and sale of the securities referred to herein has not been, and will not be, registered under the Securities Act or any applicable securities laws of Australia, Canada or Japan. Except in Germany, in particular in the United States of America, there will be no public offer of the securities