DGAP-Adhoc: windeln.de SE: windeln.de determines details of the capital increase with subscription rights

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windeln.de determines details of the capital increase with subscription rights

Munich, January 14, 2020: Today, the Management Board of windeln.de SE ("windeln.de" or "Company"; ISIN DE000WNDL201) decided, with the approval of the Supervisory Board, to increase the Company's share capital based on the resolution of the Extraordinary General Meeting on September 27, 2019 of currently EUR 2,989,101.00, divided into 2,989,101 no-par value bearer shares, by up to EUR 5,171,144.00 by issuing up to 5,171,144 new shares, each representing a pro rata amount in the share capital of EUR 1.00 per share ("New Shares"), to up to EUR 8,160,245.00. The subscription price was set at EUR 1.20 per New Share, so that the maximum gross proceeds of the capital measure amount to up to EUR 6,205,372.80. The New Shares are entitled to dividends from January 1, 2019 and will initially not be admitted to trading on the regulated market but are expected to be admitted to trading on the regulated market of the Frankfurt Stock Exchange in the further course of 2020 on the basis of a securities prospectus that is still to be prepared.

Up to 2,501,093 New Shares are offered as part of a rights offering without a securities prospectus to the Company's shareholders by way of indirect subscription rights at a subscription ratio of 1:1.73, i.e. one existing share entitles the holder to subscribe for 1.73 New Shares from the capital increase (the "Rights Offering"). The subscription rights for fractional amounts have been excluded. An organized trading of subscription rights will not take place. The Rights Offering is expected to be published in the Federal Gazette on January 16, 2020. The subscription period will begin on January 23, 2020 (0.00 CET) and end on February 5, 2020 (24.00 CET). The record date for the allocation of subscription rights is expected to be January 22, 2020.

Remaining New Shares not subscribed by shareholders in the connection with the Rights Offering or the granted additional subscription rights, as well as up to 2,670,051 New Shares in respect to which existing shareholders agreed to not exercise their subscription rights, will be offered to selected institutional investors in a private placement at a price of EUR 1.20 per share ("Private Placement").

The Company has already received binding commitment letters to acquire New Shares in the Private Placement at a price of EUR 1.20 per share for a maximum amount of EUR 2,754,797.05 from several investors, which are partially subject to certain minimum or maximum allocation rates for the New Shares. The investors also include the companies bodyguardpharm GmbH and Holland at Home B.V.

With the gross issue proceeds from the capital increase, windeln.de intends to strengthen the Company's liquidity position in order to cover the Company's still negative cash-flow until reaching break-even on the basis of adjusted EBIT and to finance projects. The Company currently assumes that its financing is secured for the financial year 2020 and beyond. If the capital increase cannot be carried out to a sufficient extent and the Company is not provided with any further equity or debt capital, it may not have sufficient capital and will not be able to meet its payment obligations unless corresponding sales respectively cash-flows from the operational business can be generated. Further information on the capital increase and risk warnings can be found in the Rights Offering, which will be available in the Federal Gazette and on the website of windeln.de (corporate.windeln.de).

The Company intends to publish preliminary financial results for the financial year 2019 and the fourth quarter 2019 as well as an outlook for 2020 prior to the start of the subscription period.

Quirin Privatbank AG is accompanying the capital increase as issuing bank and will offer the New Shares to the shareholders in accordance with the Rights Offering.

Important notice

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (the "United States"). This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been 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, except pursuant to an applicable exemption from registration requirements under the Securities Act. No public offering of securities is being made in the United States.

Corporate Communications

Sophia Kursawe
Phone: +49 89 41 61 71 52 65
email: [email protected]

About windeln.de

windeln.de is one of the leading online retailers for family products in Europe. The Company also operates a successful e-commerce business with products for babies and toddlers for customers in China. The broad product portfolio includes everything from diapers, baby food, children's furniture, toys, clothes and strollers to child car seats. windeln.de was founded in October 2010. The Company has been listed in the Prime Standard of the Frankfurt Stock Exchange since May 6, 2015. For more information, go to https://corporate.windeln.de.

Our shops: www.windeln.de, www.windeln.ch, www.bebitus.es, www.bebitus.pt, www.bebitus.fr, www.windeln.com.cn, windelnde.tmall.hk/