DGAP-Adhoc: windeln.de SE: windeln.de resolves on capital increase with subscription rights from authorized capital

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windeln.de resolves on capital increase with subscription rights from authorized capital

Munich, September 25, 2020: Today, the Management Board of windeln.de SE ("windeln.de" or "Company") resolved, with the approval of the Supervisory Board, to increase the Company's share capital of currently EUR 8,160,245.00 divided into 8,160,245 no-par value bearer shares by up to EUR 4,080,122.00 by issuing up to 4,080,122 new shares, each representing a pro rata amount in the share capital of EUR 1.00 per share (the "New Shares"), to up to EUR 12,240,367.00 against contributions in cash, making use of the existing authorized capital 2020. 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 4.9 million, approximately. The New Shares are entitled to dividends from January 1, 2020.

Up to 2,965,396 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 2:1 (the "Subscription Shares"), i.e. two existing shares entitle the holder to subscribe for one New Share 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 subscription offer is expected to be published in the German Federal Gazette (Bundesanzeiger) on September 29, 2020. The subscription period will begin on October 2, 2020 (0.00 CEST) and end on October 16, 2020 (18.00 CEST). The record date for the allocation of subscription rights, based on the shares held by shareholders at this time, is expected to be October 1, 2020.

Remaining New Shares for which no subscription rights are exercised by shareholders in the connection with the Rights Offering, as well as up to 1,114,726 New Shares in respect to which existing shareholders agreed to not exercise their subscription rights, will be offered to selected investors in a private placement at a price of EUR 1.20 per share (the "Private Placement").

In addition to their statutory subscription rights, the shareholders entitled to subscribe for New Shares in the Rights Offering will be offered additional subscription rights for those Subscription Shares for which no subscription rights are exercised by shareholders during the subscription period and not allocated within the Private Placement.

The New Shares 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 (Prime Standard) within one year after their issuance, expectedly, however, prior to June 30, 2021 on the basis of a securities prospectus that is still to be drawn up. The Company, however, endeavors to include the New Shares for trading in the open market of a German stock exchange.

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 and to finance measures to increase revenues, particularly for its China business, and improve profitability. 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 working capital and will not be able to meet its payment obligations unless corresponding sales from the operational business can be generated. Further information on the capital increase and risk warnings can be found in the subscription offer, which will be available in the Federal Gazette and on the website of windeln.de (corporate.windeln.de).

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

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.