asknet AG signs investment agreement with 5EL SANovember 08, 2017
Disclosure of an inside information acc. to Article 17 MAR.
Karlsruhe, Nov 8, 2017 – Today, asknet AG (ISIN: DE000A2E3707) signed an investment agreement with 5EL SA (ISIN: CH0006326851), a digital commerce firm with competences in content production, digital marketing and blockchain technology, having its registered office in Lausanne, Switzerland. As part of the agreement, asknet AG conducted a cash capital increase under its “Authorized Capital 2015” by issuing 50,942 new registered no-par value shares of the company with a notional portion in share capital of EUR 1.00 per share at a price of EUR 9.20 per share. Excluding the subscription rights of the existing shareholders of asknet AG, the capital increase was exclusively subscripted by 5EL SA. The total net cash inflow for asknet amounts to EUR 468,666.40. The company intends to use the proceeds to fund its growth and operating business.
Simultaneously with the capital increase, 5EL SA entered into a share purchase agreement with a group of shareholders – among them the members of the supervisory board – resulting in acquiring further 236,913 shares of the company at a price of EUR 8.33 per share. As a result of the two agreements, 5EL SA will hold 51.37% of the shares of asknet AG. As part of the transaction the current members of the supervisory board of the company will resign, except for Mr. Jörn Matuszewski, former replacement member, who shall now serve as a supervisory board member. To replace the current resigning members, the company will nominate new candidates and file an application for court appointment. It was also agreed to create the position of a Chief Financial Officer (CFO) in addition to Tobias Kaulfuss, the acting sole member of the management board, and to fill this position promptly.
Furthermore, asknet AG intends to issue a convertible bond with a nominal amount of at least EUR 1,500,000.00 pursuant to the terms of the “Contingent Capital 2016”, adopted by the extraordinary shareholders’ meeting on August 23, 2016. Further conditions such as covenants are to be reviewed and approved by the company’s supervisory board. The issue shall not take place before the availability of the audited 2017 financial statements of the company. 5EL shall underwrite the convertible bonds to the extent that other shareholders of asknet AG will not exercise their mandatory subscription rights.
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