DGAP-Ad-hoc: Hypoport AG / Key word(s): Takeover/Capital Increase Hypoport AG: Hypoport AG signs agreement to acquire all shares in FIO SYSTEMS AG and decides on a non-cash capital increase 25-Apr-2018 / 19:38 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. --------------------------------------------------------------------------- Inside information pursuant to article 17 of the Market Abuse Regulation (MAR) Hypoport AG signs agreement to acquire all shares in FIO SYSTEMS AG and decides on a non-cash capital increase Berlin, 25 April 2018: With the consent of the Supervisory Board, the Management Board of Hypoport today signed an agreement to acquire all of the outstanding shares in FIO SYSTEMS AG, a provider of web-based software solutions for the financial, housing and real-estate sectors headquartered in Leipzig. The consideration to be paid by Hypoport AG to the current shareholders of FIO SYSTEMS AG for the acquisition is made up of a share component and a cash component. In settlement of the share component, the Management Board of Hypoport AG also decided today, with the consent of the Supervisory Board, to make partial use of the authorised capital pursuant to section 4 (5) of the statutes in order to increase the subscribed capital of Hypoport AG from EUR6,194,958.00 to EUR6,493,376.00 (an increase of EUR298,418.00) by way of an issue of 298,418 new no-par-value registered shares in Hypoport AG in return for non-cash contributions. Shareholders' pre-emption rights will be disapplied. The new no-par-value shares will be subscribed to and acquired by some of the current shareholders of FIO SYSTEMS AG, who will contribute their shares in FIO SYSTEMS AG to Hypoport AG in return. The value of the non-cash contributions in excess of the issue price of the new no-par-value shares created by the non-cash capital increase, which amounts to EUR1.00 per no-par-value share, will be transferred to the capital reserves. The new no-par-value shares are to carry dividend rights from 1 January 2018 and be admitted for trading in the Regulated Market on the Frankfurt Stock Exchange (Prime Standard). Hypoport AG will pay around EUR24 million as a cash component. The Management Board anticipates that the non-cash capital increase and the completion of the acquisition of the shares in FIO SYSTEMS AG will be carried out before the end of the second quarter of 2018. In view of the probable pro-rata contribution to revenue and earnings that is expected as a result of the acquisition of FIO SYSTEMS AG, the Management Board of Hypoport AG now anticipates revenue of EUR230-250 million and earnings before interest and tax (EBIT) of EUR28-33 million for the Hypoport Group in 2018. Hypoport will shortly be publishing a press release containing further details of the transaction. Important note: This announcement represents neither an offer to buy nor a request to submit an offer to sell shares in Hypoport AG. This announcement may contain statements about Hypoport AG that constitute or may constitute forward-looking statements. Forward-looking statements inherently contain risks and uncertainties because they relate to events or depend on circumstances that may or may not materialise in the future. Hypoport AG would like to point out that forward-looking statements are not a guarantee that such future events will materialise or that future results will be achieved. In particular, actual results, net assets, liquidity and the performance of the sector in which Hypoport AG operates may deviate significantly from those presented or suggested by the forward-looking statements contained in this announcement. Contact Hypoport AG Jan H. Pahl Investor Relations Manager Phone: +49 (0)30 / 42086 - 1942 Mobil: +49 (0)176 / 965 125 19 Email: [email protected] www.hypoport.de Key data on Hypoport's shares ISIN DE 0005493365 WKN 549336 Stock exchanges symbol HYQ --------------------------------------------------------------------------- 25-Apr-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Hypoport AG Klosterstraße 71 10179 Berlin Germany Phone: +49/30 42086-0 Fax: +49/30 42086-1999 E-mail: [email protected] Internet: www.hypoport.de ISIN: DE0005493365 WKN: 549336 Indices: SDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Stuttgart, Tradegate Exchange End of Announcement DGAP News Service --------------------------------------------------------------------------- 679317 25-Apr-2018 CET/CEST