EQS-Ad-hoc: Noratis AG / Key word(s): Capital increase
09.10.2024 / 20:28 CET/CEST
Publication of inside information in accordance with Article 17 of Regulation (EU) No. 596/2014, transmitted by EQS News – a service of EQS Group AG.
The issuer/publisher is responsible for the content of the message.
Ad hoc announcement Noratis AG
Eschborn NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN OR CANADA OR ANY OTHER JURISDICTION WHERE DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY LAW. OTHER LIMITATIONS APPLY. PLEASE NOTE THE IMPORTANT NOTES AT THE END OF THIS PUBLICATION. Publication of insider information in accordance with Article 17 of Regulation (EU) No. 596/2014 Noratis AG carries out a cash capital increase excluding shareholders’ subscription rights Eschborn, October 9, 2024 – The Board of Directors of Noratis AG (share: ISIN: DE000A2E4MK4/ WKN: A2E4MK ) decided today, with the approval of the Supervisory Board, to increase capital without subscription rights for shareholders in return for cash contributions. The share capital will be increased to 8,636 by issuing 1,439,340 new bearer shares with a pro rata amount of the share capital of one (1.00) euros per share (“New Shares”) by partially utilizing the existing Authorized Capital 2024. 044.00 euros increased. The capital increase corresponds to 20% of the registered share capital of Noratis AG. The placement price per new share is 1.87 euros. The gross proceeds from the issue will amount to around EUR 2.69 million and will serve to strengthen the company’s liquidity. In light of the existing investor and fixed subscription agreement dated March 20, 2020, only the main shareholder of Noratis AG, Merz Real Estate GmbH & Co. KG, was admitted to subscribe to the new shares. The subscription rights of the remaining shareholders of Noratis AG were excluded in accordance with the principles of the simplified subscription rights committee in accordance with Section 186 Paragraph 3 Sentence 4 AktG. The new shares will be entitled to share in profits from January 1, 2024 and will be included in the existing listing of Noratis AG in the Scale Segment of the Frankfurt Stock Exchange. The capital increase of around 2.69 million euros is the first step as part of the announced equity injections of 10 million euros by Merz Real Estate GmbH & Co. KG by January 31, 2025 at the latest. To further implement the equity injections, Noratis AG will soon invite you to an extraordinary general meeting, which will decide on a further cash capital increase with shareholders’ subscription rights. Important Notices This publication does not constitute an offer to sell or a solicitation to purchase or subscribe for securities in any jurisdiction. This publication may not be made, directly or indirectly, into or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia (“United States”), Canada, Australia, Japan or any other jurisdiction in which publication, distribution or communication would be unlawful. This publication does not contain or constitute an offer or a solicitation of an offer to purchase or subscribe for any securities in the United States, Australia, Canada or Japan or in any jurisdiction to which or in which such offer or subscription is made such a request would be unlawful. The Securities have not been and will not be registered under the provisions of the US Securities Act of 1933, as amended (“Securities Act”) or registered with the securities regulatory authorities of any state or other jurisdiction of the United States. They may not at any time be offered, sold, exercised, pledged, transferred or delivered, directly or indirectly, into or within the United States, Canada, Japan and Australia, except pursuant to an exemption from the registration requirements of the Securities Act or in a transaction outside the United States Registration requirements of the Securities Act and the securities laws of the respective states of the United States, Canada, Japan and Australia. Certain statements contained in this release may constitute “forward-looking statements.” These forward-looking statements are based on the current beliefs, expectations, assumptions and information of Noratis’ board of directors. Forward-looking statements do not guarantee future results and developments and involve known and unknown risks and uncertainties. Actual future results, developments and events could differ materially from those described in these statements due to various factors. Neither Noratis nor any other person assumes any responsibility whatsoever for the accuracy of the views or underlying assumptions contained in this publication. Noratis undertakes no obligation to update any forward-looking statements contained herein. In addition, please note that all forward-looking statements speak only as of the date hereof and, except as required by law, Noratis undertakes no obligation to update any forward-looking statements or to conform such statements to actual events or developments.
Ende der Insider information
Information and explanations from the issuer regarding this announcement:
Contact person investor & public relations: edicto GmbH
Dr. Sönke Knop
+49 (0)69 905 505 51
noratis@edicto.de
Eschersheimer Landstrasse 42
60322 Frankfurt am Main
October 9, 2024 CET/CEST The EQS distribution services include legal reporting requirements, corporate news/financial news and press releases.
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