DGAP-Ad hoc: mybet Holding SE

Not for distribution, publication or forwarding directly or indirectly, in total or in parts to or into the United States, Canada, Japan and Australia or to or into another jurisdiction, where such a distribution, publication or forwarding is unlawful.

 

mybet Holding SE resolved on issuing a convertible bond with a volume of up to EUR 4.99 million. Individual investors of the company support the transaction.

Berlin, 17 November 2017. The Management Board of mybet Holding SE ("company") today has resolved on issuing a non-subordinated convertible bond 2017/2020 ("convertible bond"). The consent of the Supervisory Board is expected to be given in the course of the day.

Terms of the convertible bond
The convertible bond is divided into up to 49,995 debentures with a par value of EUR 100.00 each. Thus, the calculated total par value is EUR 4,999,500. The subscription price for each debenture will be EUR 100.00. The debentures will carry an interest rate of 6.25 percent per year based on the par value. The interest will be paid semi-annually and subsequent.

Initially, each single debenture entitles to subscribe to up to 100 registered no-par value shares of the company with an initial conversion price of EUR 1.00. The initial conversion price corresponds to the lowest issuing price of the shares of the company. So in total, the bearers of debentures of the convertible bond ("debenture creditors") can draw up to 4,999,500 new registered no-par value shares of the company. This corresponds to approximately 19.5 percent of the current share capital of the company. In specific cases, the terms for the convertible bond include an adjustment of the conversion price and thereby of the conversion ratio. In the case of the exertion of conversion rights by the debenture creditors, the company is entitled to deliver already existing shares instead of new shares or to pay out the market price of the shares in cash to the debenture creditors in full or in parts.

The convertible bond has a duration until December 2020 and will be repaid at par value. The convertible bond will be collateralised. Liens ("Pfandrechte") on a 60 percent share in the Personal Exchange International Ltd. appointed according to Maltese law act as collateral. The Personal Exchange International Ltd. is the Maltese group company of mybet Group that stands in the centre of the operating business. The collateral is held by a trustee in the benefit of the debenture creditors.

The company plans to seek for admission of the debentures of the convertible bond to an open market segment of a German stock exchange. But this admission is no prerequisite for the closing of the transaction.

Preemptive rights offering to the shareholders and the debenture creditors of the convertible bond 2015/2020
The statutory subscription rights for the debentures of the convertible bond will be granted to shareholders of the company in terms of an indirect subscription right. The shareholders of the company are entitled to receive one debenture of the convertible bond for 512 shares. In addition the debenture creditors of the convertible bond 2015/2020, that has already been issued by the company, will be granted an indirect subscription right, that is subordinate to the subscription right of the shareholders. If debentures are still available after the exertion of subscription rights of the shareholders, the bearers of debentures of the convertible bond 2015/2020 can receive debentures of the convertible bond 2017/2020 with a ratio of one debenture of the convertible bond 2017/2020 for six debentures of the convertible bond 2017/2020.

The Lang & Schwarz Broker GmbH, Düsseldorf, is authorised to subscribe to and to assume the debentures with the obligation to offer them to the shareholders and creditors of the convertible bond 2015/2020 according to their individual subscription rights.

No subscription rights trading will be organised by the company nor the Lang & Schwarz Broker GmbH and it is not planned to do so. It is also not being applied for a pricing for the subscription rights at a stock exchange. Thus, selling of purchasing the subscription rights at a stock exchange is not possible.

Debentures of the convertible bond that might remain after the exertion of subscription rights will be placed by way of a private placement. Individual investors of the company do support the transaction and have indicated to subscribe to debentures of the convertible bond in the amount of around half of the issue volume at the subscription price. Moreover, the possibility for a so called oversubscription is being granted to shareholders and debentures creditors of the convertible bond 2015/2020.

The company is entitled to terminate the preemptive rights offering at any time even after the end of the subscription period and up to the delivery of the debentures of the convertible bond. The termination is especially comes into consideration if, due to the subscription volume and other financing measures possibly resolved on during the subscription period, the mid-term financing of the company appears to be foreseeably not secured.

The further details of the issuance of the convertible bond and the risks attached to it can be found in the preemptive rights offering document. Also further details can be found in the terms of the convertible bond. The preemptive rights offering will be published in the German Federal Gazette and the terms of the convertible bond will be published on the website of mybet Holding SE at www.mybet-se.com.

Use of the proceeds
The company undertakes to use the proceeds from the issuance amongst others for the following purposes: (i) Finalisation of the ongoing restructuring measures of the issuer, (ii) strengthening of the marketing for customer acquisition, also on selected international markets (e.g. Ghana), (iii) marketing instruments to promote the new platform for the football world cup 2018, (iv) repurchase of the convertible bond 2015/2020 of the issuer.

Notifying company:
mybet Holding SE, ISIN DE000A0JRU67, Frankfurt Stock Exchange Prime Standard

Notifying person:
Sebastian Bucher, Manager Investor & Public Relations

Important instructions
This communication is for information purposes only and does not constitute an offer document or a prospectus pursuant to Directive 2003/71/EC (the "Prospectus Directive"). Furthermore, this announcement does not constitute an offer or solicitation to buy or subscribe for securities or solicitation to submit an offer or part of such an offer or such a solicitation, nor should it (or any part of it) or the fact of its dissemination, be the basis of a contract thereto or rely on it in connection with any such contract.

The convertible bond is to be offered in Germany on the basis of a derogation from the application of the German Securities Prospectus Act without securities prospectus and in accordance with other applicable laws regarding the issue, sale and offer of convertible bonds of the convertible bond and otherwise in accordance with the German Securities Prospectus Law or the Prospectus Directive.

The distribution of this announcement and the offering and sale of the securities may be restricted by law in certain jurisdictions.

United States of America
This release is not intended for anyone in the United States of America (including its territories, protected areas, states, and the District of Columbia) and may not be distributed, directly or indirectly, to or into the United States.

This announcement does not constitute an offer to sell securities in the United States of America. The convertible bonds and shares of mybet Holding SE to be issued in conversion are neither and are not registered under the regulations of the United States Securities Act of 1933, as amended ("Securities Act ") and not under securities law of individual states of the United States of America or and are not offered or sold in the United States of America. The Shares may not be offered, sold or directly or indirectly delivered in the United States or to persons in the United States of America, except in exceptional cases by reason of exemption from the registration requirements of the Securities Act or the laws of a single State of the United States from America.

In the United Kingdom, this publication is directed to (i) qualified investors as defined by Financial Services and Markets Act 2000, as amended, and its implementation measures and / or (ii) persons having professional investment experience and the term "investment professionals" of Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, in the currently valid version (the "Order") or under Article 49 (2) (a) to (d) of the Order (High Net Worth Companies, Partnerships, etc.) or a other exceptions of the order fall (such persons together the "relevant persons"). Persons who are not Relevant Persons should not rely on this ad-hoc notice and its contents. Any investment or investment opportunity referred to in this release is open to Relevant Persons only and will be engaged in only with Relevant Persons.

In Member States of the European Economic Area ("EEA") that have implemented the Prospectus Directive (the "Relevant Member States"), this publication and any subsequent offer is directed solely to qualified investors within the meaning of the Prospectus Directive.

This notice is not intended for anyone in Canada, Australia, Japan, or in any other jurisdiction where such distribution, disclosure, or disclosure is unlawful. The securities referred to herein may not be offered or sold to persons in these jurisdictions.