DGAP-Adhoc: The Social Chain AG: The Social Chain AG Resolves on a Capital Increase from Authorized Capital

Publication Pursuant to Article 17 MAR

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The Social Chain AG Resolves on a Capital Increase from Authorized Capital

Berlin, November 20, 2019 - With the approval of the Supervisory Board, the Management Board of The Social Chain AG (WKN: A1YC99, ISIN: DE000A1YC996, ticker: PU11) (the "Company") has resolved today to increase the Company's share capital with exclusion of the shareholders' subscription rights. The capital increase shall be effected against cash contribution with partial utilization of the existing authorized capital pursuant to Section 3(6) of the articles of association. The Company's share capital will be increased from EUR 9,040,108.00 to up to EUR 904,010.00 through the issue of up to 904,010 new no-par-value registered shares with a notional value in the share capital of EUR 1.00 per share. The new shares will be exclusively offered to institutional and qualified investors as part of a private placement by means of an accelerated bookbuilding process, which will commence immediately after the publication of this announcement and may end at short notice at any time.

The new shares are entitled to dividends in the 2019 financial year beginning on January 1, 2019.

The new shares shall be admitted to trading on the open market of the Düsseldorf Stock Exchange, without a securities prospectus.

The net proceeds from the capital increase shall be used to fund the growth of its existing business activities, selected identified acquisitions in the social media & commerce space, and general corporate purposes.

The Company has agreed to a lock-up of six months subject to customary exceptions. The first trading day for the new shares and settlement of the new shares against payment of the placement price are expected to take place on or around November 26, 2019.

Hauck & Aufhäuser and Jefferies will be acting as Joint Global Coordinators and Joint Bookrunners in the transaction.

About THE SOCIAL CHAIN AG

As the first integrated social media company, THE SOCIAL CHAIN AG combines social media and social commerce, integrated through its own tech platform LINKS. The company is a pioneer in the creation, development and scaling of social media brands. The company's headquarters are in Berlin with additional offices in Manchester, London, New York and Munich.

Important Notice

This publication constitutes neither an offer to sell nor a solicitation to buy shares of The Social Chain AG. No public offer of securities of The Social Chain AG is being made or intended.

The distribution of this publication may be subject to legal restrictions in certain jurisdictions. Persons who come into possession of this publication are requested to inform themselves about any of such restrictions and comply with them. Non-compliance with such restrictions may constitute an infringement of the securities laws of the respective jurisdiction.

This document is not an offer of securities for sale in the United States. The shares of The Social Chain AG (the "Shares") have not been registered and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. A public offering and/or a registration under the Securities Act are not intended.

This document is only being distributed to and is only directed at persons who (i) are outside the United Kingdom or (ii) are investment professionals falling within Article 19(5) or persons falling within Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as "Relevant Persons"). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.

contact:
Jana Walker | Investor Relations
[email protected]