NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. OTHER RESTRICTIONS ARE ALSO APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE AD HOC ANNOUNCEMENT.
Ad hoc announcement according to Art. 17 para. 1 of the Market Abuse Regulation / (EU) No. 596/2014
TOM TAILOR Holding SE resolves cash capital increase
- Issuance of 9,865,423 new no par value registered shares
- Targeted net proceeds of EUR 61.2 million
- Strengthening of capital base and further investments in brands, E-Commerce and omni-channel, refurbishments of stores and IT structures
- Major shareholder Fosun commits to fully exercise subscription rights
Hamburg, 06 June 2017. The Management Board of TOM TAILOR Holding SE (ISIN DE000A0STST2, the "Company") today resolved, with the approval of the Supervisory Board, to increase the nominal share capital of the Company from EUR 28,629,846.00 by EUR 9,865,423.00 to EUR 38,495,269.00 against cash contributions through the utilisation of existing authorised capital by issuing 9,865,423 new no par value registered shares, each with a notional value of EUR 1.00 per share (the "New Shares"). The New Shares are fully entitled to dividends of the Company for the financial year commencing on 1 January 2017.
9,543,282 New Shares are offered to the existing shareholders by way of indirect subscription rights at a subscription ratio of 3:1 and at a subscription price of EUR 6.50 per New Share. Thus, 3 existing shares of TOM TAILOR Holding SE entitle holders to subscribe for 1 New Share. Subscription rights of the shareholders have been excluded for a fractional amount of 322,141 New Shares.
The Company expects to receive net proceeds from the capital increase in the amount of EUR 61.2 million and intends to use the majority of the net proceeds (EUR 50 million) for capital expenditures, mainly the upgrade of IT hard- and software, investments into e-commerce and omni-channel capabilities as well as for store refurbishments and higher marketing spending in order to strengthen the brands of the group. Additionally, the Company intends to increase the group's equity ratio in order to achieve additional headroom to meet financial covenants, with the remaining proceeds to be used for general business purposes.
The Company has received a firm subscription commitment from its major shareholder Fosun International Ltd. ("Fosun"), who has agreed to exercise all subscription rights allocated to its direct and indirect shareholdings of 29.47% in total.
Subject to the approval of the prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the publication of the prospectus, which are expected for today, the subscription period during which the shareholders of the company may exercise their subscription rights is expected to begin on 7 June 2017 and to end on 20 June 2017 (both including). The syndicate banks have agreed to subscribe to and underwrite the New Shares and to offer the New Shares to existing shareholders in accordance with the conditions of the subscription offer. Any New Shares not subscribed for by the end of the subscription period will be offered by way of a private placement. The syndicate banks have committed to underwrite any non-subscribed New Shares at the subscription price. From 7 June 2017 onwards, the existing shares of the Company will be quoted as ex-subscription rights.
Subject to the approval and publication of the prospectus, the subscription rights for the New Shares will be traded during the period from 7 June 2017 up to and including 16 June 2017 on the regulated market of the Frankfurt Stock Exchange under ISIN DE000A2E4TT0 and with German Securities Identification Number WKN A2E4TT. There will be no compensation for subscription rights not exercised.
The admission to trading of the New Shares on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment thereof with additional post-admission obligations (Prime Standard) and on the regulated market segment (regulierter Markt) of the Hamburg Stock Exchange is expected to be granted on or around 20 June 2017. Trading is expected to commence presumably on 22 June 2017.
TOM TAILOR Holding SE
Garstedter Weg 14
Head of Investor Relations & Corporate Communications
Tel.: +49 (0) 40 58956-449
Quotation: Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (regulated market segment - Prime Standard); Börse Hamburg (Hamburger Wertpapierbörse) (regulated market segment)
This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase or subscribe securities of TOM TAILOR Holding SE in the United States, Germany or any other jurisdiction. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published.
This announcement does not constitute a securities prospectus. Potential investors should make their investment decision regarding the securities mentioned in this announcement solely on the basis of the securities prospectus which the Company is preparing in connection with the offering of these securities and which the company will publish promptly upon approval by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). The securities prospectus will be available free of charge from TOM TAILOR Holding SE, Garstedter Weg 14, 22453 Hamburg, Germany or on the website of TOM TAILOR Holding SE (www.tom-tailor-group.com), presumably as of 6 June 2017.
This publication is not intended, either directly or indirectly, for dissemination or distribution to the USA or within the USA (including its territories and possessions, a U.S. federal state and the District of Columbia) and may not be distributed or forwarded to 'U.S. persons' (as defined in Regulation S of the U.S. Securities Act of 1933 in the applicable version ('Securities Act')) or to publications which are widely available in the USA. This publication does not constitute an offer - or a request to issue an offer - to buy or acquire securities in the USA, nor is it part of such an offer or request. The securities are not and will not be registered in accordance with the provisions of the Securities Act and may only be sold or offered for purchase in the USA with prior registration in accordance with the provisions of the Securities Act in the version currently applicable or, in the absence of prior registration, if an exemption is granted. TOM TAILOR Holding SE does not intend to make a public share offer in the USA.
Subject to certain exceptions under applicable securities laws, the securities referred to in this announcement may not be offered or sold in Canada, Australia or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada, Australia or Japan.
No action has been taken that would permit an offering of the securities or their subscription or the distribution of this announcement in any jurisdiction where such offering, subscription or distribution is prohibited. Persons who obtain this announcement are required to inform themselves about potential restrictions and to observe any such restrictions.
This announcement contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of TOM TAILOR Holding SE and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those described herein due to factors affecting TOM TAILOR Holding SE such as, among other things, changes in the general economic and competitive environment, capital market risks, currency exchange rate fluctuations and competition from other companies, and changes in international and national laws and regulations, in particular with respect to tax laws and regulations. TOM TAILOR Holding SE does not assume any obligation to update any forward-looking statements.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed, for any purpose, on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.
Neither the syndicate banks nor any of their directors, officers, employees, advisers or agents accept any responsibility or liability whatsoever for or make any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or, with limited exception, other information relating to TOM TAILOR Holding SE, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and independent from how it was transmitted or made available, or for any loss in any way arising from any use of this announcement or its contents or otherwise arising in connection therewith.
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