DGAP-News: SFC Energy AG: Capital increase successfully placed

SFC Energy AG - Press release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.

SFC Energy AG: Capital increase successfully placed

Brunnthal/Munich, 28 July 2022 SFC Energy AG (F3C:DE, ISIN: DE0007568578, SFC or the Company) has successfully placed its capital increase with subscription rights announced on 11 July 2022. Subsequent to the prior rump placement announcement, SFC Energy AG confirms the final results of the subscription offer. Subscription rights for 2,044,314 new shares were exercised, which corresponds to 70.6% of the up to 2,893,948 offered new shares. Additionally, 849,634 new shares not subscribed for previously during the subscription period were placed at a price of EUR 19.50 per new share (rump placement). The final gross proceeds from the capital increase amount to EUR 56.4 million. SFC intends to use the net proceeds from the capital increase for regional and technological expansion, acceleration of R&D activities and inorganic growth opportunities.

Dr Peter Podesser, CEO of SFC, comments on the successful placement of the capital increase: "We would like to thank all investors who participated in this capital increase to support our company. In a volatile capital markets environment, this is a strong sign of confidence. These funds give us the necessary strength and flexibility to take targeted advantage of opportunities in our markets and to accelerate our growth sustainably."

The Management Board of SFC has determined the final number of new shares from the capital increase from the existing authorized capital to be 2,893,948. The share capital will therefore be increased from currently EUR 14,469,743.00 to EUR 17,363,691.00 by issuing 2,893,948 new ordinary bearer shares with no-par value (no-par value shares). The new shares will carry full dividend rights from 1 January 2022.

In order to take effect, the capital increase needs to be registered with the commercial register of the local court (Amtsgericht) of Munich, Germany, which was applied for yesterday. Trading of the new shares on the regulated market of the Frankfurt Stock Exchange and the sub-segment of the Regulated Market with additional post-admission obligations (Prime Standard) is expected to commence on or around 1 August 2022.

The Company and all members of the Management Board will be subject to a 180-day lock-up period after introduction to trading of all the new shares, subject to customary exceptions.

For more information on the capital increase, visit sfc.com.

About SFC Energy AG

SFC Energy AG is a leading provider of hydrogen and methanol fuel cells for stationary and mobile hybrid power solutions. With the Clean Energy and Clean Power Management business segments, SFC Energy is a sustainably profitable fuel cell producer. The Company distributes its award-winning products worldwide and has sold more than 55,000 fuel cells to date. The Company is headquartered in Brunnthal/Munich and operates production facilities in Germany, the Netherlands, Romania, and Canada. SFC Energy AG is listed on the Deutsche Boerse Prime Standard (GSIN: 756857, ISIN: DE0007568578).

SFC IR Contact:
Susan Hoffmeister
Tel. +49 89 125 09 03-33
Email: susan.hoffmeister@sfc.com
Web: sfc.com

Disclaimer

This communication constitutes neither an offer to sell nor a solicitation to buy securities. The public offering in Germany will be made solely by means of, and on the basis of, a published securities prospectus. An investment decision regarding the publicly offered securities of Company should only be made on the basis of the securities prospectus approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht; BaFin), which approval should not be understood as an endorsement of the securities offered. The securities prospectus is available free of charge at https://www.sfc.com/en/investors/share/capital-increase/

With respect to Member States of the European Economic Area (other than Germany) or the United Kingdom, no action has been taken or will be taken to permit a public offering of the securities referred to in this press release which would require the publication of a prospectus in any Member State of the European Economic Area (other than Germany) or the United Kingdom.

This announcement is not an offer of securities for sale in the United States. The Securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This announcement is only addressed to and directed at persons in member states of the European Economic Area other than Germany who are qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation (Regulation (EU) 2017/1129).

In the United Kingdom, this communication is only being distributed to and is only directed at qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are either: (i) persons who have professional experience in matters relating to investments and fall within the definition of "investment professionals" contained in article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) persons falling within article 49 (2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.

This press release has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of any of the Joint Global Coordinators or any of their parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such persons respective directors, officers, employees, agents, affiliates or advisers, as to, and no reliance should be placed on, the accuracy, completeness or fairness of the information or opinions contained in this press release and no responsibility or liability is assumed by any such persons for any such information or opinions or for any errors or omissions. All information presented or contained in this press release is subject to verification, correction, completion and change without notice.

This press release may include statements that are, or may be deemed to be, forward-looking statements. Forward-looking statements typically use terms such as believes, projects, anticipates, expects, intends, plans, may, will, would, could or should or similar terminology. Any forward-looking statements in this press release are based on the Companys current assumptions and expectations and, by their nature, forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Companys control, that could cause the Companys actual results and performance to differ materially from any expected future results or performance expressed or implied by any forward-looking statements. The Company undertakes no obligation publicly to release the results of any revisions to any forward-looking statements in this press release that may occur due to any change in its expectations or to reflect events or circumstances after the date of this press release.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (MiFID II); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the MiFID II Product Governance Requirements), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any manufacturer for the purposes of the MiFID II Product Governance Requirements (a Manufacturer) may otherwise have with respect thereto, the new shares have been subject to a product approval process, which has determined that the new shares are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels that are permitted by MiFID II (a Target Market Assessment).

Any person subsequently offering, selling or recommending the new shares (a Distributor) should take into consideration the Manufacturers' relevant Target Market Assessments. However, each Distributor subject to MiFID II is responsible for undertaking its own Target Market Assessment in respect of the new shares (by either adopting or refining the Manufacturers' Target Market Assessments) and determining, in each case, appropriate distribution channels.

The Joint Global Coordinators are acting exclusively for the Company and no one else in connection with the offering and will not regard any other person (whether or not a recipient of this press release) as their client in relation to the offering and will not be responsible to anyone other than the Company for providing the protections afforded to their client nor for providing advice in relation to the proposed offering.