Publication of insider information pursuant to Art. 17 MAR
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO: UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN
Today the Management Board of ProCredit General Partner AG resolved, with the approval of the Supervisory Board, to increase the share capital of ProCredit Holding AG & Co. KGaA (ISIN: DE0006223407) by up to 1,600,000 shares (approx. 3% of current share capital). The subscription right of shareholders is excluded pursuant to Section 186 (3) Sentence 4 of the German Stock Corporation Act (AktG). In accordance with Section 4 (3) of the company’s Articles of Association, the capital increase will be carried out against cash contributions and with partial utilisation of the existing authorised capital of EUR 26,772,042. The share capital of the company is to be increased from EUR 267,720,420 to up to EUR 275,720,420 represented by the issue of new registered non-par value shares. The new shares carry the same rights as the existing shares and are entitled to dividends for the financial year 2017. Following their issue they will be included in the existing listing in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange.
The new shares will be offered exclusively to qualified investors as part of a private placement through an accelerated placement process (accelerated bookbuilding), which will commence immediately after the publication of this release. The Management Board and Supervisory Board reserve the right, during the execution of this capital increase, to increase the offering to a maximum of 10% of the current share capital. ProCredit Holding AG & Co. KGaA is expected to set the placement price based on accelerated bookbuilding on 02 February 2018.
The European Bank for Reconstruction and Development (EBRD) supports the transaction, and, within the scope of this capital increase, has committed to subscribe for up to 40% of the new shares, whereby the maximum EBRD investment amount will be up to EUR 25 million.
The net issue proceeds from the capital increase will be used to finance the continuation of the growth strategy of ProCredit Holding AG & Co. KGaA. The company continues to see attractive opportunities to expand the ProCredit group’s business with small and medium-sized enterprises (SMEs), especially in South Eastern and Eastern Europe, in order to further accelerate the growth of the banking group on this basis.
The capital measure will be accompanied by Berenberg as sole global coordinator and with equinet Bank as joint bookrunner and Econnext as advisor.
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Andrea Kaufmann, Group Communications, ProCredit Holding
Tel.: +49 69 951 437 138, e-mail: Andrea.Kaufmann@procredit-group.com
Nadine Frerot, Investor Relations, ProCredit Holding
Tel.: +49 69 951 437 285, e-mail: Nadine.Frerot@procredit-group.com
About ProCredit Holding AG & Co. KGaA
ProCredit Holding AG & Co. KGaA, based in Frankfurt am Main, Germany, is the parent company of the development-oriented ProCredit group, which consists of banks for small and medium enterprises (SMEs) and whose operational focus is on South-Eastern and Eastern Europe. In addition to this regional focus, the ProCredit group is also active in South America and Germany. The company’s shares are traded on the Prime Standard segment of the Frankfurt Stock Exchange. The anchor shareholders of ProCredit Holding AG & Co. KGaA include the strategic investors Zeitinger Invest and ProCredit Staff Invest (comprising the investment vehicles for ProCredit staff), the Dutch DOEN Participaties, KfW Development Bank and IFC (part of the World Bank Group). As the group’s superordinated company according to the German Banking Act, ProCredit Holding AG & Co. KGaA is supervised on a consolidated level by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and the German Bundesbank. More information can be found on the company’s website at www.procredit-holding.com.
This announcement and the information contained herein is not intended for, and should not be made available to, any person in the United States of America (the “United States”), Australia, Canada or Japan or any other jurisdiction in which such publication or disclosure would be unlawful.
This announcement does not constitute an offer, or part of an offer, or a solicitation to purchase securities in the United States, Australia, Canada, Japan, or any other jurisdiction, whether or not such offer or solicitation would be unlawful.
This release may contain “forward-looking statements” or statements that are considered to be forward-looking. Such forward-looking statements may be identified by the use of corresponding words such as “believe”, “assume”, “plan”, “forecast”, “expect”, “intend”, “may”, “could”, “will” or “should” or their respective negations or other variations or similar words. The same applies to statements regarding strategies, plans, objectives, future events or intentions. Forward-looking statements may differ significantly from future results and often actually differ. All forward-looking statements reflect ProCredit Holding’s current view of future events and are subject to risks relating to future events and other risks, uncertainties and assumptions regarding ProCredit Holding’s business, financial position, results of operations, liquidity, prospects, growth or strategy. Forward-looking statements should always be considered from the perspective of the date on which they are made. ProCredit Holding, Berenberg and equinet Bank as well as their affiliated companies expressly disclaim any obligation to update, review or adjust any forward-looking statements contained in this release as a result of new information, future developments or other reasons.