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

DGAP-Ad-hoc: windeln.de SE / Key word(s): Capital Increase 
windeln.de resolves on capital increase with subscription rights from authorized capital 
15-Jun-2021 / 15:42 CET/CEST 
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a 
service of EQS Group AG. 
The issuer is solely responsible for the content of this announcement. 
=---------------------------------------------------------------------------------------------------------------------- 
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR 
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. 
windeln.de resolves on capital increase with subscription rights from authorized capital 
Munich, June 15, 2021: 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 12,080,280.00 divided into 
12,080,280 no-par value bearer shares by up to EUR 6,040,140.00 by issuing up to 6,040,140 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 
18,120,420.00 against contributions in cash, making use of the existing authorized capital 2021. The subscription price 
was set at EUR 1.30 per New Share, so that the maximum gross proceeds of the capital measure amount to up to EUR 7.8 
million, approximately. The New Shares are entitled to dividends from January 1, 2021. 
Up to 2,655,373 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"). There will be no trading of subscription rights organized by the Company or the subscription agent. The 
subscription offer is expected to be published in the German Federal Gazette (Bundesanzeiger) on June 17, 2021. The 
subscription period will begin on June 22, 2021 and run until July 5, 2021 (in both cases including). The record date 
for the allocation of subscription rights, based on the shares held by shareholders at this time, is expected to be 
June 21, 2021. The New Shares are expected to be delivered on July 16, 2021. 
Remaining New Shares for which no subscription rights are exercised by shareholders in the connection with the Rights 
Offering, as well as up to 3,384,767 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 1.30 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. 
Prior to the announcement of the transaction, the Company has concluded commitment agreements with several long-term 
oriented investors to acquire New Shares in the Private Placement ("Commitment Agreements"). The obligations to acquire 
New Shares under the Commitment Agreements are subject to a maximum allocation quota. Under the Commitment Agreements 
the investors agreed to acquire New Shares in the Private Placement at the placement price of EUR 1.30 for a maximum 
amount of up to EUR 3,245,675.80 in total. The Company's obligation to deliver New Shares on the basis of the 
Commitment Agreements is subject to a respective allocation decision by the Company, which rests in the due discretion 
of the Company's corporate bodies. 
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) only within one year after their 
issuance on the basis of a securities prospectus that is still to be drawn up. The New Shares may therefore - other 
than the existing shares of the Company - not be traded via the stock exchange on the regulated market. The Company, 
however, intends 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 improve the Company's financial 
position. The Company currently assumes that its financing is secured for the financial year 2021. 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 revenues from the operational business can be generated. 
The stock exchange price of the shares of the Company has been highly volatile lately and has increased significantly 
in recent times. Shareholders contemplating to exercise their subscription rights should bear in mind that such stock 
price increases may be driven by speculation und may thus only be of short duration. The large difference between the 
subscription price and the recent stock exchange prices of the shares of the Company does not mean that shareholders 
exercising their subscription rights will be able to realize this price difference by selling the New Shares following 
their delivery. The Company points out that, on the one hand, the New Shares are expected to be delivered with a value 
date as from July 16, 2021 only. In the interim period, the stock exchange price of the shares of the Company can still 
change significantly. On the other hand, the New Shares will not be delivered as shares that are admitted to trading on 
the regulated market, so that there is no guarantee that the New Shares can be sold via a stock exchange. 
Further information on the capital increase and particularly on risk warnings in connection with an investment in the 
New Shares can be found in the subscription offer, which will be available in the Federal Gazette and on the website of 
windeln.de (www.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. 
Contact: 
Legal 
Daniel Panajotow 
Telefon: [phone] 
Email: [e-mail] 
=---------------------------------------------------------------------------------------------------------------------- 
15-Jun-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and 
Press Releases. 
Archive at www.dgap.de 
=---------------------------------------------------------------------------------------------------------------------- 
Language:     English 
Company:      windeln.de SE 
              Stefan-George-Ring 23 
              81929 Munich 
              Germany 
Phone:        [phone] 
Fax:          089 / 416 17 15-11 
E-mail:       [e-mail] 
Internet:     www.windeln.de 
ISIN:         DE000WNDL201 
WKN:          WNDL20 
Listed:       Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, 
              Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange 
EQS News ID:  1208249 
 
End of Announcement  DGAP News Service 
=------------ 

1208249 15-Jun-2021 CET/CEST

 
Image link: 
https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=show_t_gif&application_id=1208249&application_name=news

(END) Dow Jones Newswires

June 15, 2021 09:43 ET (13:43 GMT)