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NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER COUNTRY IN WHICH SUCH PUBLICATION MAY BE UNLAWFUL OR IN WHICH THE OFFER OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. THERE ARE OTHER RESTRICTIONS. SEE THE DISCLAIMER AT THE END OF THIS PUBLICATION.
Berlin, 20 July 2020 – The Board of Directors NeXR Technologies SE (ISIN DE000A1K03W5 / GSIN A1K03W) (“Company“) today resolved to implement the capital increase resolution of the Company’s Extraordinary General Meeting of 26 July 2019. Accordingly, the share capital will be increased from EUR 2,332,755.00, divided into 2,332,755 no-par value bearer shares (“Existing Shares“), by up to EUR 8,553,435.00 to up to EUR 10,886,190.00 by issuing up to 8,553. 435 new no-par value bearer shares, each with a notional interest in the share capital of EUR 1.00 and with dividend rights as of 1 January 2020 (“New Shares“), against cash contributions (“Capital Increase“). The subscription ratio was set at 3:11, i.e. three Existing Shares entitle the holder to subscribe to eleven New Shares. The subscription period is scheduled to begin on 23 July 2020 (00:00 hours CEST) and end on 6 August 2020 (24:00 hours CEST). The record date for the allocation of subscription rights is expected to be 24 July 2020. The subscription price is EUR 2.10 per New Share.
A number of New Shares corresponding to their subscription right will be allocated to Hevella Capital GmbH & Co. KGaA (“Hevella“), 11 Champions AG, Christian Daudert, 3D Safe Corporation and Fredi Bobic (together the “Direct Subscription Shareholders“) for direct subscription at the Company. Hevella as the Company’s principal shareholder has agreed to participate in the capital increase by subscribing for New Shares. Hevella will only determine the scope of the subscription during the subscription period.
The rest of the New Shares will be offered to the remaining shareholders of the Company (“free-float shareholders“) by way of indirect subscription rights in the context of a prospectus-free subscription offer, which is expected to be published in the Federal Gazette on 22 July 2020. In the course of the Subscription Offer, the free float shareholders are to be granted a multiple subscription right.
If not all New Shares are subscribed, the Company reserves the right to offer the unsubscribed New Shares for purchase to selected institutional investors in Germany and other selected countries (with the exception of the United States of America, Canada, Japan and Australia) at least at the Subscription Price (“Private Placement“). The private placement will be made outside the United States of America in accordance with Regulation S under the U.S. Securities Act of 1933, as amended.
The Company intends to admit those New Shares which cannot be excluded from the application for admission in accordance with Section 7 (1) sentence 2 of the Stock Exchange Admissions Regulation (Börsenzulassungs-Verordnung, BörsZulV) without a prospectus for trading on the Regulated Market of the Frankfurt Stock Exchange (General Standard) and on the regulated market of Berlin Stock Exchange. If admission of these New Shares without a prospectus is not possible, the Company will submit the application for admission within the statutory period after publication of a securities prospectus. The Company cannot guarantee that the New Shares will be admitted promptly to trading on the regulated market of the Frankfurt Stock Exchange (General Standard) and/or on the regulated market of Berlin Stock Exchange.
The Company intends to use the net proceeds from the capital increase for the further development of the products in the areas of virtual reality and 3D scanner systems and their market launch. In this context, the Company points out that its continued existence as a going concern is at risk and that it may not have sufficient working capital available to meet its payment obligations in the next twelve months without further equity or debt capital. This applies even if all New Shares from the capital increase are subscribed.
NEXR Technologies SE
Phone: +49 (0) 30 403 680 14-3
Fax: +49 (0) 30 403 680 14-1
This announcement does not constitute an offer or an invitation to purchase or subscribe for securities of the Company in the United States, Germany or other countries. The offer is made exclusively by and on the basis of the subscription offer to be published by the Company.
This communication does not constitute a prospectus. The rights offering to the direct subscription shareholders and the rights offering to the free float shareholders will be conducted on the basis of Art. 1 (4) lit. d of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (Prospectus Regulation) and on the basis of Art. 3 No. 1 WpPG in the form of a public offer without a prospectus in Germany. The Company will therefore not prepare and publish a prospectus in respect of the New Shares and the related rights offering. Such a Prospectus is therefore not available as an information basis for the subscription or acquisition of New Shares. The Company expressly draws the attention of the shareholders to this fact. Shareholders are recommended to obtain comprehensive information before exercising subscription rights and, for example, to carefully read the Company’s publications available on the Company’s website at newwebsite.nexr-technologies.com, in particular the annual and semi-annual financial reports, in particular the annual report on the 2019 financial year of the Company (in particular the chapter PROGNOSIS, OPPORTUNITIES AND RISKS REPORT on p. 16 et seq. and the auditor’s report of the independent auditor on p. 68 et seq. Shareholders should base their investment decision regarding the New Shares solely on the information contained in the Subscription Offer and the information published by the Company on its website. The information contained in this announcement is for background information only; no claim is made to completeness. The information in this announcement or its accuracy or completeness should not be relied upon for any purpose. The information in this release is subject to change.
This release is not for distribution, directly or indirectly, in or into the United States of America or within the United States of America (including its territories and possessions, any state or the District of Columbia) and must not be distributed or circulated to “U.S. persons” (as defined in Regulation S under the Securities Act) or publications with a general circulation in the United States of America. This announcement does not constitute an offer or a solicitation of an offer to purchase or subscribe for securities in the United States of America, nor does it form part of any such offer or solicitation. The New Shares have not been and will not be registered under the provisions of the Securities Act and may not be sold or offered for sale in the United States of America absent registration under the provisions of the Securities Act as amended or an exemption from registration. The Company does not intend to conduct a public offering of New Shares in the United States of America.
Subject to certain exceptions under applicable securities law, the New Shares referred to in this announcement may not be sold or offered for sale in Canada, Australia or Japan, or to or for the account or benefit of persons resident or domiciled in Canada, Australia or Japan. No measures have been taken which would permit an offer of the New Shares, their acquisition or the distribution of this publication in countries where this is not permitted. Anyone who comes into possession of this publication must inform themselves about any restrictions and observe them.
This release contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the Company’s management and involve known and unknown risks and uncertainties that may cause actual results, outcomes or events to differ materially from those expressed or implied in such statements. Actual results, outcomes or events may differ materially from those described herein as a result of factors that affect the Company, including changes in the general economic environment or the competitive situation, capital market risks, exchange rate fluctuations and competition from other companies, as well as changes in a foreign or domestic legal system, particularly with regard to the tax environment. The Company assumes no obligation to update forward-looking statements.
The accompanying bank or its directors, officers, employees, advisors or agents do not assume any responsibility or liability or guarantee for, and make no express or implied statement as to, the truth, accuracy or completeness of the information contained in this communication (or lack thereof) or, with a few exceptions, any other information about the company, its subsidiaries or affiliates, whether in written, oral or visual or electronic form, regardless of the method of transmission or provision, or for losses arising in any way from the use of this communication or its contents or otherwise in connection therewith.