THE SOCIAL CHAIN AG
DGAP-Ad-hoc: The Social Chain AG / Key word(s): Corporate Action NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED BELOW), CANADA, AUSTRALIA OR JAPAN OR ANY OTHER COUNTRY IN WHICH SUCH PUBLICATION MAY BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. THERE ARE OTHER RESTRICTIONS. PLEASE SEE THE IMPORTANT NOTE AT THE END OF THIS PUBLICATION. The total issue volume is up to EUR 25,000,000.00. Some existing shareholders have assigned the subscription rights to which they are entitled to the issuing bank by way of corresponding agreements, so that the subscription offer now only relates to a volume of EUR 7,999,000.00 and will be carried out without a prospectus on the basis of a key information document (KID). The issuing bank will offer the unsubscribed convertible bonds for purchase to qualified investors in an international private placement to be conducted in Germany and other selected jurisdictions outside the United States of America pursuant to Regulation S under the U.S. Securities Act of 1933 ("Securities Act"). Unsubscribed convertible notes will be offered in a private placement exclusively to qualified investors. Members of the Management Board and the Supervisory Board have declared their willingness to participate in the private placement. The convertible notes will have a maturity of three years. The initial conversion price, the initial conversion premium and the interest rate of the convertible bond will not yet be fixed at the time of publication of the subscription offer and are expected to be determined by the Executive Board with the consent of the Supervisory Board on or about March 25, 2021, based on the outcome of a bookbuilding process conducted by the issuing bank. The subscription period is expected to run from March 18, 2021 to March 31, 2021. It is expected that the subscription offer will be published in the Federal Gazette on March 17, 2021. The Company will also publish a basic information sheet for the convertible bond on the Company's website at https://www.socialchain.com. The Company intends to use the net proceeds from the issuance of the convertible bond mainly to finance the further growth of its existing business activities, for selected acquisitions in the area of social media & eCommerce, and for general corporate purposes. The Social Chain AG: Social Commerce on a global scale As the first integrated social media company, The Social Chain brings together social commerce, connected through its own tech platform LINKS. The company is a pioneer in building, developing and scaling social media brands. The Social Chain AG's headquarters are in Berlin, with additional locations in Munich, London, Manchester, New York, San Diego and Los Angeles. Important note This announcement is not intended for distribution, directly or indirectly, in or into the United States or within the United States and may not be distributed to U.S. persons (as such term is defined in Regulation S under the Securities Act) or publications with a general circulation in the United States. This announcement does not constitute or form part of any offer to sell or the solicitation of an offer to purchase or subscribe for any securities in the United States. The securities are not and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration under the Securities Act. The Company does not intend to conduct a public offering of securities in the United States. The securities referred to in this announcement will not be offered or sold in Canada, Australia or Japan, or to or for the account of persons resident in Canada, Australia or Japan. No action has been taken to offer, acquire or distribute the securities in any jurisdiction where this is not permitted. This release contains statements relating to the future. These statements are based on current views, expectations and assumptions of the Company's management and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied. Actual results, results or events could differ materially from those described herein due to factors affecting the Company, including, but not limited to, changes in the general economic environment or competitive situation, capital market risks, foreign exchange rate fluctuations and competition from other companies, and changes in foreign or domestic laws or regulations, including, but not limited to, the tax environment. The Company assumes no obligation to update any statements relating to the future.
Contact:
16-March-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | The Social Chain AG |
| Gormannstraße 22 | |
| 10119 Berlin | |
| Germany | |
| Phone: | +49 (0)30 208484010 |
| E-mail: | contact@socialchain.com |
| Internet: | www.socialchain.com |
| ISIN: | DE000A1YC996 |
| WKN: | A1YC99 |
| Listed: | Regulated Unofficial Market in Dusseldorf (Primärmarkt) |
| EQS News ID: | 1175951 |
| End of Announcement | DGAP News Service |
1175951 16-March-2021 CET/CEST
