Mountain Alliance AG, Munich (ISIN: DE000A12UK08), hereby announces that the Executive Board decided on 3 July 2019, with approval from the Supervisory Board on the same day, to execute the ordinary capital increase against cash contribution, as resolved by the Annual General Meeting, from EUR 6,045,720.00 by up to EUR 3,022,860.00 to up to EUR 9,068,580.00 by issuing up to 3,022,860 new registered no-par-value shares with a proportionate amount in the company’s share capital of EUR 1.00 per share (New Shares). Furthermore, the Executive Board has determined the subscription price for each New Share at EUR 6.25.
The New Shares will be taken over by MainFirst Bank AG, which will manage the capital increase as Sole Bookrunner, and offered to the shareholders by way of indirect subscription right on the basis of a subscription offer expected to be published in the Federal Gazette on 9 July 2019. The subscription period is scheduled to commence on 10 July 2019, 00:00 hours (CEST) and end on 24 July 2019 at 24:00 hours (CEST). The shareholders entitled to subscribe will be given the option of submitting an oversubscription offer.
All New Shares that are not taken up on the basis of the subscription offer and oversubscription offer will be offered to investors for purchase at least at the subscription price by way of private placements in certain jurisdictions outside the United States of America based on Regulation S under the US Securities Act of 1993 in its currently valid version, as well as outside of Canada, Australia and Japan.
The subscription offer is made on the basis of a securities prospectus which is expected to be ratified by the German Federal Financial Services Supervisory Authority (BaFin) on 8 July 2019. The securities prospectus will be available free of charge on the homepage of the issuer (www.mountain-alliance.de/investor-relations/capital-increase) as well as, after publication, from the issuer during regular office hours.
This publication does not constitute an offer to sell or a solicitation to purchase or to subscribe to securities. The offer is made solely through and on the basis of the securities prospectus to be published and deposited with BaFin. The prospectus alone comprises all the information for investors required by the statutory provisions.
This publication is not intended for distribution or dissemination, either indirectly or directly, in the United States of America or within the United States of America (including its territories, a federal state or the District of Colombia) and may not be distributed to or disseminated among US persons as defined in Regulation S of the US Securities Act of 1993 in its currently valid version (Securities Act) or to publications in general circulation in the United States of America. This publication does not constitute an offer or a solicitation to submit an offer for the purchase or underwriting of securities in the United States of America, nor is it part of such an offer or solicitation. These securities are not – and nor will they be – registered in accordance with the provisions under the Securities Act and may only be sold or offered for purchase in the United States of America subject to prior registration in accordance with the provisions of the Securities Act in its currently valid version or also without prior registration only by way of derogation. The issuer does not intend to register the offer of shares in part or in full in the United States of America or to make a public offer in the United States of America.
Furthermore, this publication does not constitute an offer to buy securities in Canada, Australia or Japan.
Mountain Alliance AG, Munich
The Executive Board
Mountain Alliance AG
phone: +49 89 2314141 00
fax: +49 89 2314141 11
email: [email protected]