11880 Solutions AG adopts resolution to implement capital increase from authorised capital in return for cash and non-cash contributions and acquires Fairrank GmbH
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DGAP-Ad-hoc: 11880 Solutions AG / Key word(s): Capital Increase/Takeover Essen, 26 August 2020 - The Management Board of 11880 Solutions AG (WKN 511880) today adopted a resolution, approved by the Supervisory Board, to implement a capital increase from authorised capital in return for cash and non-cash contributions by issuing up to 3,893,000 new shares carrying pre-emption rights. The subscription ratio is 27:5. The main shareholder united vertical media GmbH will make its contribution for 2,707,200 new shares as a non-cash contribution by contributing Cologne-based Fairrank GmbH. The acquisition of online marketing company Fairrank enables 11880 Solutions AG to complement its business model and expand its core business. The subscription price per share is EUR 1.25. Further details of the capital increase will be provided in the subscription offer, which will be published in the Federal Gazette on 26 August 2020. The subscription period will begin on 27 August 2020 at 00:00 hours and end on 10 September 2020 at 16:00 hours. 11880 Solutions AG and united vertical media GmbH today signed the contribution agreement for Fairrank GmbH at a contribution value of EUR 3.384 million. The agreement constitutes a transaction with a related party of 11880 Solutions AG as defined by Section 111a (1) of the German Stock Corporation Act (Aktiengesetz - AktG). united vertical media GmbH holds 72.28 percent of the Company's shares, making it a related party. 11880 Solutions AG is a listed company. The contribution of shares made by united vertical media GmbH exceeds the threshold to be considered for related party transactions pursuant to Section 111b (1) AktG. The appropriateness of the subscription ratio in connection with the capital increase against the non-cash contribution of the Fairrank share is confirmed by a fairness opinion of an internationally recognised auditing firm. The new shares carry dividend rights from 1 January 2020 and are expected to be admitted to trading in the Prime Standard segment of the Frankfurt Stock Exchange on or shortly after 28 September 2020. As a result of this corporate action, 11880 Solutions AG is updating its guidance for financial year 2020: For the current year, the Company now expects consolidated revenues in the range of EUR 48.5 to 52.5 million (previous guidance: EUR 47.0 to 51.0 million). The guidance concerning EBITDA for financial year 2020 remains unchanged at EUR 1.7 to 3.2 million. Contact: Anja Meyer 11880 Solutions AG Tel.: 0201 / 8099-188 E-Mail: anja.meyer@11880.com
26-Aug-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | 11880 Solutions AG |
| Hohenzollernstraße 24 | |
| 45128 Essen | |
| Germany | |
| Phone: | 0201-80990 |
| E-mail: | info@11880.com |
| Internet: | www.11880.com |
| ISIN: | DE0005118806, DE0005118806, , |
| WKN: | 511880, 511880 |
| Indices: | Prime All Share |
| Listed: | Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange |
| EQS News ID: | 1123543 |
| End of Announcement | DGAP News Service |
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1123543 26-Aug-2020 CET/CEST
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