06.04.2016 20:00:31
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DGAP-Ad hoc: Heliocentris Energy Solutions AG
DGAP-Adhoc: Heliocentris Energy Solutions AG resolves cash capital increase from authorized capital with shareholder subscription rights
Berlin, 6. April 2016 - Today, the management board of Heliocentris Energy Solutions AG (ISIN DE000A1MMHE3) with the approval of the supervisory board resolved a capital increase of the company against contributions in cash with indirect subscription rights for existing shareholders by partial utilization of the authorized capital pursuant to section 6 para. 5 of the articles of association. The company's share capital will be increased from EUR 2,499,999.00 to up to EUR 16,742,232.00 by issuing of up to 2,499,999 new shares. The new shares will carry divided rights as of 1 January 2015.
The new shares will be subscribed for by a bank with the obligation to offer the new shares to the company's shareholders for subscription at a ratio of 6:1 (6 existing shares in the company entitle to subscribe for one new share) at a subscription price of EUR 2.00 during a two-week subscription period expected from 08 April 2016 to 22 April 2016. The subscription offer is expected to be published on 07 April 2016 on the company's website and in the Federal Gazette.
Subscription rights not exercised within the period will expire. A trade in subscription rights will not be established. In accordance with the Annual General Meeting's authorization, shareholders' subscription rights to fractional amounts have been excluded. Any shares not subscribed for during the subscription period will be offered in a private placement to selected investors subject to selling restrictions as may be applicable in certain jurisdictions at a price equal to the subscription price.
The inclusion of the new shares into the existing trading is expected for 05 Mai 2016.
The volume of the capital increase guarantees that the gross proceeds generated by it do not exceed EUR 5 million or reach this amount, so that the capital increase does not require a prospectus under German law. The amount of the gross proceeds actually generated depends on the number of shares subscribed for or taken up under the private placement and may therefore fall short of the maximum amount.
The further details of the capital increase including a reference to further information of the company may be found in the subscription offer to the shareholders.
- End of the ad-hoc notification -
Important Notice:
This document does not constitute an offer or invitation to purchase or subscribe any shares of the Company.
In particular, this release does not constitute an offer of securities for sale in the United States of America. In the United States of America, no securities may be offered or sold absent registration or in exercise of an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offer of the securities in the United States of America. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or the United Kingdom or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or the United Kingdom.
This document is not for general publication, release or distribution in the United States of America, Australia, Canada, Japan or the United Kingdom. It may only be distributed in the United Kingdom to persons who (i) are investment professionals falling within article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, in its current version (the "Order"), or (ii) are high net worth entities or other persons to whom it may lawfully be communicated within the meaning of article 49(2)(a) to (d) of the Order (each such person a "Relevant Person"). Anyone in the United Kingdom who is not a Relevant Person may not act on the basis of this document or its contents or rely thereon. Any investment or investment activity to which this document refers is only available to a Relevant Person and is only carried out with a Relevant Person.
06.04.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de
--------------------------------------------------------------------------- Language: English Company: Heliocentris Energy Solutions AG Rudower Chaussee 29 12489 Berlin Germany Phone: +49 (0)30 340 601 500 Fax: +49 (0)30 340 601 599 E-mail: ir@heliocentris.com Internet: www.heliocentris.com ISIN: DE000A1MMHE3 WKN: A1MMHE Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Stuttgart, Tradegate Exchange End of Announcement DGAP News-Service ---------------------------------------------------------------------------
Heliocentris Energy Solutions AG / Key word(s): Corporate Action
06.04.2016 20:00
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Ad-hoc notification according to § 15 WpHG
Heliocentris Energy Solutions AG resolves cash capital increase from
authorized capital with shareholder subscription rights
Berlin, 6. April 2016 - Today, the management board of Heliocentris Energy Solutions AG (ISIN DE000A1MMHE3) with the approval of the supervisory board resolved a capital increase of the company against contributions in cash with indirect subscription rights for existing shareholders by partial utilization of the authorized capital pursuant to section 6 para. 5 of the articles of association. The company's share capital will be increased from EUR 2,499,999.00 to up to EUR 16,742,232.00 by issuing of up to 2,499,999 new shares. The new shares will carry divided rights as of 1 January 2015.
The new shares will be subscribed for by a bank with the obligation to offer the new shares to the company's shareholders for subscription at a ratio of 6:1 (6 existing shares in the company entitle to subscribe for one new share) at a subscription price of EUR 2.00 during a two-week subscription period expected from 08 April 2016 to 22 April 2016. The subscription offer is expected to be published on 07 April 2016 on the company's website and in the Federal Gazette.
Subscription rights not exercised within the period will expire. A trade in subscription rights will not be established. In accordance with the Annual General Meeting's authorization, shareholders' subscription rights to fractional amounts have been excluded. Any shares not subscribed for during the subscription period will be offered in a private placement to selected investors subject to selling restrictions as may be applicable in certain jurisdictions at a price equal to the subscription price.
The inclusion of the new shares into the existing trading is expected for 05 Mai 2016.
The volume of the capital increase guarantees that the gross proceeds generated by it do not exceed EUR 5 million or reach this amount, so that the capital increase does not require a prospectus under German law. The amount of the gross proceeds actually generated depends on the number of shares subscribed for or taken up under the private placement and may therefore fall short of the maximum amount.
The further details of the capital increase including a reference to further information of the company may be found in the subscription offer to the shareholders.
- End of the ad-hoc notification -
Important Notice:
This document does not constitute an offer or invitation to purchase or subscribe any shares of the Company.
In particular, this release does not constitute an offer of securities for sale in the United States of America. In the United States of America, no securities may be offered or sold absent registration or in exercise of an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offer of the securities in the United States of America. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or the United Kingdom or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or the United Kingdom.
This document is not for general publication, release or distribution in the United States of America, Australia, Canada, Japan or the United Kingdom. It may only be distributed in the United Kingdom to persons who (i) are investment professionals falling within article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, in its current version (the "Order"), or (ii) are high net worth entities or other persons to whom it may lawfully be communicated within the meaning of article 49(2)(a) to (d) of the Order (each such person a "Relevant Person"). Anyone in the United Kingdom who is not a Relevant Person may not act on the basis of this document or its contents or rely thereon. Any investment or investment activity to which this document refers is only available to a Relevant Person and is only carried out with a Relevant Person.
06.04.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de
--------------------------------------------------------------------------- Language: English Company: Heliocentris Energy Solutions AG Rudower Chaussee 29 12489 Berlin Germany Phone: +49 (0)30 340 601 500 Fax: +49 (0)30 340 601 599 E-mail: ir@heliocentris.com Internet: www.heliocentris.com ISIN: DE000A1MMHE3 WKN: A1MMHE Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Stuttgart, Tradegate Exchange End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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