DGAP-Adhoc: Lloyd Fonds Aktiengesellschaft resolves to enter into contribution agreement for the acquisition of SPSW Capital GmbH; Achim Plate to become Chairperson of Management Board; planned changes on Supervisory Board; convertible bond issue
DGAP-Ad-hoc: Lloyd Fonds Aktiengesellschaft / Key word(s): Corporate Action/Personnel
Lloyd Fonds Aktiengesellschaft resolves to enter into contribution agreement for the acquisition of SPSW Capital GmbH; Achim Plate to become Chairperson of Management Board; planned changes on Supervisory Board; convertible bond issue
25-Apr-2019 / 12:12 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.
Lloyd Fonds AG resolves to enter into contribution agreement for the acquisition of SPSW Capital GmbH; Achim Plate to become Chairperson of Management Board; planned changes on Supervisory Board; convertible bond issue
Hamburg, 25 April 2019. Lloyd Fonds AG's (the "Company") Management Board and Supervisory Board today resolved to enter into an agreement with SPSW Capital GmbH ("SPSW") on (i) the contribution of 90% of the shares in SPSW into the Company and (ii) the grant of an option right to acquire the remaining 10% of the shares in SPSW (and of an option right to the SPSW shareholders to dispose of the remaining 10% of the shares) by way of a mixed contribution in kind ("Transaction"). The agreement shall be notarized in the course of today.
SPSW is an owner-managed, non-bank affiliated investment company that manages two investment funds and one hedge fund. The Transaction is in line with the Company's 2019+ strategy, which is aimed at becoming a leading non-bank affiliated asset manager with the three pillars of (i) investment funds with active asset management, (ii) asset management based on a digital portfolio algorithm and (iii) individual and direct asset management for private wealthy and institutional clients, and family offices. The Transaction will primarily strengthen the Company's first pillar, i.e. investment funds with active asset management. In addition, the completion of the Transaction will place the Company in a position to benefit from the expertise and reputation of SPSW and its directors. The closing of the Transaction is subject to various conditions and will be completed in the second half of 2019, at the earliest. The Company's Supervisory Board has given its approval for the Transaction.
In order to complete the Transaction, the Management Board and Supervisory Board are proposing at the 2019 AGM that a resolution be passed for a capital increase against contributions in kind with an exclusion of subscription rights for shareholders for a volume of 1,500,000 shares at an issue price of EUR 6 per share (the "Capital Increase Against Contributions in Kind") and a 'cross' cash capital increase for a volume of up to 1,500,000 shares at an issue price of a maximum of EUR 6 per share; the cash capital increase will see those contributing waiving their subscription rights. As part of negotiations that are set to commence shortly, the Company is seeking to have a total of at least 50% of shareholders waive their subscription rights and any additional subscription rights.
The Management Board has also resolved, with the approval of the Supervisory Board and subject to the market conditions prevailing at the time of the issue, to issue convertible bonds with an aggregate principal amount of up to EUR 6,500,000 and a term of three years in return for cash payment and with an exclusion of shareholders' subscription rights.
The total consideration for the acquisition of 90% of SPSW shares to be contributed into the Company consists of the total value of the new shares from the Capital Increase Against Contributions in Kind, a cash payment in the region of at least EUR 40,281,000, payable in instalments, and profit equalisation for the year 2019. The purchase price (made up of the cash payment and profit equalisation) is expected to range between approx. EUR 41.6 million and EUR 55.6 million (amounts not discounted) or EUR 32.9 million and EUR 43.5 million (amounts discounted).
With the mutual consent of both the Supervisory Board and Management Board, Mr Henning Soltau and Mr Achim Plate will resign from their offices as members of the Company's Supervisory Board, effective as of the date on which the completion of the Capital Increase Against Contributions in Kind is registered in the commercial register (Handelsregister) for the Company ("Registration Date"). Mr Achim Plate is then set to be appointed by the Supervisory Board as a member of the Company's Management Board and elected Chairperson of the Management Board, effective as of the Registration Date.
Lloyd Fonds AG
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||Lloyd Fonds Aktiengesellschaft
||+49 (0)40 32 56 78-0
||+49 (0)40 32 56 78-99
||Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt (Scale), Hamburg, Munich, Stuttgart, Tradegate Exchange
|EQS News ID:
|End of Announcement
||DGAP News Service
803313 25-Apr-2019 CET/CEST
Quelle: boersengefluester.de und Firmenangaben
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