EQS-Adhoc: 11880 Solutions AG resolves capital increase against contributions in kind and acquires Ormigo GmbH

Essen, 30 August 2023 The Management Board of 11880 Solutions AG (WKN 511880) today resolved, with the approval of the Supervisory Board, to carry out a capital increase from authorised capital against contributions in kind at an issue price of EUR 1.05 per new share and excluding shareholders' subscription rights to acquire the pay-per-lead provider Ormigo GmbH, Cologne.

Only Euro Serve Media GmbH, based in Nuremberg, was admitted subscribing to the 1,000,000 new shares. Euro Serve Media GmbH is part of the Müller Medien family of companies, which in turn holds a 72.3 percent stake in 11880 Solutions AG through its holding company united vertical media GmbH.

11880 Solutions AG and Euro Serve Media GmbH will also sign the takeover and contribution agreement for Ormigo GmbH today at a contribution value of Euro 1,050,000,00. The agreement constitutes a related party transaction with 11880 Solutions AG within the meaning of Section 111a (1) AktG. The contribution of shares by Euro Serve Media GmbH exceeds the threshold to be observed for related party transactions pursuant to Section 111b (1) AktG.

The recoverability of the contribution in kind is confirmed in the contribution in kind audit report of a recognised German auditing company, which has been appointed by the court as contribution in kind auditor, as of 30 August 2023.

The acquisition of Ormigo GmbH offers 11880 Solutions AG the opportunity to tap more strongly into the pay-per-lead business segment, to accelerate its company growth and to save costs for the further development of the pay-per-lead business. At the same time, 11880 Solutions AG will exploit synergies and centralise services currently provided to Ormigo GmbH by external providers.

The share capital of 11880 Solutions AG will increase by EUR 1,000,000.00 from currently EUR 24,915,200.00 to EUR 25,915,200.00 through the issuance of the new shares. The new shares will be entitled to dividend as of 1 January 2023 and will be admitted to trading on the Prime Standard of the Frankfurt Stock Exchange.