Tipp24 SE resolves on cash capital increase

Apr 16, 2013 10:42 AM

Tipp24 SE  / Key word(s): Capital Increase

16.04.2013 08:42

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Not for distribution or release in or into the United States of America,
Australia, Canada or Japan, or in any other jurisdiction in which offers or
sales would be prohibited by applicable law.

The Executive Board of Tipp24 SE, with the approval of the Supervisory
Board, today resolved on a capital increase for cash of up to 5.01% of
its current share capital under the exclusion of shareholder subscription
rights. The company's share capital is to be increased by up to EUR
400,000, from EUR 7,985,088 at present to EUR 8,385,088, against cash
contributions, through the partial exercise of the company's Authorised
Capital as adopted by the Annual General Meeting of 29 June 2011. To this
end, the company is to issue up to 400,000 new, registered, no-par value
shares with dividend entitlement as of 1 January 2012. The new shares are
to be privately placed with qualified investors and other selected
investors outside the United States of America, Canada, Australia and Japan
in an accelerated bookbuilding.

On 20 March 2013, Tipp24 SE announced its intention to relocate the
company's registered office from Germany to the United Kingdom as part of
its strategic realignment. The company is focusing on its international
business, mainly in the UK and North America, which it intends to develop
from its future base in the UK. Against this backdrop, Tipp24 SE intends to
use the net issue proceeds from the capital increase primarily to finance
projects related to its internationalisation strategy as well as for the
medium-term funding of the performance of its group holding functions.

The new shares are to be admitted for trading on the regulated market
(Prime Standard) of the Frankfurt Stock Exchange without a prospectus.
Berenberg Bank will be acting as sole bookrunner for the capital increase.

Contact:
Tipp24 SE
Frank Hoffmann 
Investor Relations
Phone: +49 40 32 55 33-142
E-mail: frank.hoffmann@tipp24.de
Internet: www.tipp24-se.de

This announcement may not be published, distributed or transmitted,
directly or indirectly, in the United States of America (including its
territories and possessions), Canada, Australia or Japan or any other
jurisdiction where such an announcement would be unlawful. The distribution
of this announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information referred
to herein should inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction.

Disclaimer

This ad-hoc announcement does not constitute an offer of securities for
sale or a solicitation of an offer to purchase or subscribe securities in
the United States of America, Germany or any other jurisdiction. Neither
this announcement nor anything contained herein shall form the basis of, or
be relied upon in connection with, any offer or commitment whatsoever in
any jurisdiction. The securities of Tipp24 SE may not be offered or sold in
the United States of America absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the
'Securities Act'). The securities of Tipp24 SE have not been, and will not
be, registered under the Securities Act.

In the United Kingdom, this document is only being distributed to and is
only directed at persons who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the 'Order') or (ii) are
persons falling within Article 49(2)(a) to (d) of the Order (high net worth
companies, unincorporated associations etc.) (all such persons together
being referred to as 'Relevant Persons'). This document is directed only at
Relevant Persons and must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to which this
document relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.

In member states of the European Economic Area ('EEA') which have
implemented the Prospectus Directive (each, a 'Relevant Member State'),
this announcement and any offer if made subsequently is directed
exclusively at persons who are 'qualified investors' within the meaning of
the Prospectus Directive ('Qualified Investors'). For these purposes, the
expression 'Prospectus Directive' means Directive 2003/71/EC (and
amendments thereto, including Directive 2010/73/EU, to the extent
implemented in a Relevant Member State).

No action has been taken that would permit an offering of the securities or
possession or distribution of this announcement in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about and to observe
any such restrictions.


16.04.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      Tipp24 SE
              Straßenbahnring 11
              20251 Hamburg
              Germany
Phone:        Tel.: +49 (0)40 325533-142
Fax:          +49 (0)40 325533-5600
E-mail:       ir@tipp24.de
Internet:     www.tipp24-se.de
ISIN:         DE0007847147
WKN:          784714
Indices:      SDAX
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in Berlin, Düsseldorf, Hamburg, München, Stuttgart
 
End of Announcement                             DGAP News-Service
 
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