DGAP-News: Tele Columbus AG: Extraordinary General Meeting of Tele Columbus approves capital increase; first milestone achieved to create a sus-tainable capital structure
DGAP-News: Tele Columbus AG
/ Key word(s): AGM/EGM/Capital Increase
Tele Columbus AG: Extraordinary General Meeting of Tele Columbus approves capital increase; first milestone achieved to create a sus-tainable capital structure
20.01.2021 / 13:14
The issuer is solely responsible for the content of this announcement.
Extraordinary General Meeting of Tele Columbus approves capital increase; first milestone achieved to create a sustainable capital structure
- Extraordinary General Meeting approves capital increase through Rights Offering in amount of EUR 475 million and authorized capital
- Kublai GmbH, an affiliate of funds advised by Morgan Stanley Infrastructure Inc., announced voluntary public takeover offer on December 21, 2020 and has guaranteed amount of capital increase after completion of takeover offer
- In addition, after completion of takeover offer further equity capital of up to EUR 75 million committed by Kublai GmbH for implementation of Fiber Champion strategy
- Six-week acceptance period expected to begin early February
Berlin, 20 January 2021. At the Extraordinary General Meeting of Tele Columbus AG (ISIN: DE000TCAG172, WKN: TCAG17, "Tele Columbus", "the Company") held virtually today, around 90 percent of the capital represented voted in favor of the Rights Offering in the amount of EUR 475 million. In addition, the Extraordinary General Meeting approved, with around 85 percent of the capital represented, a new authorized capital in the amount of 50 percent of the share capital with the possibility of excluding subscription rights.
"With the shareholders' approval of the capital increase, we have reached the first milestone to create a solid capital structure together with our new partner Morgan Stanley Infrastructure Partners and United Internet, which we need for the successful implementation of our Fiber Champion strategy. This will enable us to make long-term investments in further fiber-optic expansion. In the next step, our shareholders will be able to tender their shares at an attractive price after the start of the acceptance period", says Dr. Daniel Ritz, Chief Executive Officer (CEO) of Tele Columbus AG.
On December 21, 2020, Tele Columbus announced that it has gained Morgan Stanley Infrastructure Partners as a new partner to implement its Fiber Champion strategy. Kublai GmbH ("the Bidder"), a bidding company backed by Morgan Stanley Infrastructure Partners, announced a voluntary public takeover offer at a price of EUR 3.25 per Tele Columbus share, which Tele Columbus supports. United Internet has agreed to contribute its indirect stake of approximately 29.90 percent in Tele Columbus to the Bidder if the takeover offer is successful. As shareholders of the Bidder, Morgan Stanley Infrastructure Partners and United Internet will support Tele Columbus in implementing the Fiber Champion strategy. Rocket Internet, which holds approximately 13.36 percent of the shares in Tele Columbus, signed an irrevocable commitment to tender its shares into the offer.
The key offer conditions are a minimum acceptance threshold of 50 percent, waivers by bond and loan creditors of termination rights due to change of control in sufficient numbers, and regulatory approvals.
The Bidder has guaranteed the amount of the capital increase in the Investment Agreement subject to successful completion of the offer. It will subscribe enough shares not taken up by other shareholders to ensure that the amount of EUR 475 million will be reached in any case. The Bidder has also agreed to provide further equity of up to EUR 75 million in the future for the implementation of the Fiber Champion strategy. The newly created authorized capital provides the basis for this. The Rights Offering shall be completed as soon as possible after the successful completion of the takeover offer.
Following the publication of the offer document by the Bidder, which is expected to take place at the beginning of February 2021, the acceptance period of six weeks will begin. The change-of-control waiver process of the bond and loan creditors will also start in February 2021. Completion of the takeover offer is expected in the second quarter of 2021, subject to timing of regulatory approvals.
About Tele Columbus
Tele Columbus AG is one of Germany's leading fibre network operators, which reaches more than three million homes. Through its brand PŸUR, the Company offers high-speed internet including telephony and more than 250 TV channels on a digital entertainment platform that combines linear TV with video on demand entertainment. To its housing as-sociation partners the Tele Columbus Group offers tailored models of cooperation and state-of-the-art services such as telemetric and tenant portals. As a full-service partner for municipalities and regional utilities, the Company is actively supporting the fibre-based infrastructure and broadband internet expansion in Germany. For its business customers, the Group offers carrier services and corporate solutions on its proprietary fibre network. Besides its headquarter in Berlin, the Company has locations in Hamburg, Leipzig, Ratingen and Unterföhring. Since January 2015, Tele Columbus AG is listed on the regulated market (Prime Standard) of the Frankfurt Stock exchange.
This release may contain forward-looking statements. These statements reflect the Company's current knowledge and expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Such risks, uncertainties and assumptions may cause our actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.
All information contained in this release has been carefully prepared. However, no reliance may be placed for any purposes whatsoever on the information contained in this document or on its completeness.
This release does not constitute or form part of, and should not be construed as, and offered to sell or issue, or the solicitation of an offer to purchase, subscribe to or acquire, securities of the Company, or an inducement to enter into investment activity in the United States. No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.
Senior Director Investor Relations
Phone +49 (30) 3388 1781
Fax +49 (30) 3388 9 1999
20.01.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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||Tele Columbus AG
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||+49 (0)30 3388 9 1999
||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange
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