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publity AG plans issue of the postponed corporate bond already in June 2020 and increases issue volume to up to EUR 100 million

Publication of inside information pursuant to Article 17 of the Regulation (EU)

THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT INTENDED FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, TO, WITHIN OR FROM THE UNITED STATES OF AMERICA OR ANY OTHER COUNTRY WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD BE CONTRARY TO THE LAWS OF THAT COUNTRY.

publity AG plans issue of the postponed corporate bond already in June 2020 and increases issue volume to up to EUR 100 million

TO-Holding GmbH guarantees issue volume of at least EUR 50 million and announces purchase offer for convertible bond 2015/2020

Frankfurt/Main, 18.05.2020, 9:17 am — publity AG (Scale, ISIN DE0006972508, «publity») plans to issue the corporate bond («publity bond 2020/2025»), which was initially postponed in March 2020 until autumn 2020, already in June 2020. Simultaneously, the Executive Board decided today to increase the issue volume to up to EUR 100 million. This decision was based on the offer by the major shareholder and CEO of publity, Thomas Olek, to guarantee an issue volume of at least EUR 50 million via his investment company TO-Holding GmbH. The bond will have a term of five years and a denomination of EUR 1,000. The coupon rate is expected to amount to 5.5% p.a. The approval of the Supervisory Board is still pending.

The issue will be made by way of a public offering in Germany and the Grand Duchy of Luxembourg on the basis of a securities prospectus. The approval procedure with the Luxembourg securities supervisory authority, the Commission de Surveillance du Secteur Financier (CSSF), which was already initiated in February 2020 and provisionally suspended in March 2020, is being resumed today. The bonds are also to be offered for sale to selected investors in a private placement in Germany and other selected European jurisdictions.

As part of the public offer, an exchange offer is also planned, under which the holders of the convertible bond 2015/2020 (ISIN: DE000A169GM5) issued by publity are invited to offer their convertible bonds to publity for exchange into bonds of the new publity bond 2020/2025. The bondholders participating in the exchange offer are to receive one bond of the new publity bond 2020/2025 for each convertible bond exchanged, plus a cash payment consisting of an exchange premium (expected to amount EUR 20.00) and pro rata accrued interest. Furthermore, they will be offered an additional purchase of bonds of the publity bond 2020/2025.

The deadlines for the exchange offer, the additional purchase and the general public offer are expected to be in June 2020. Subsequently, the bond is to be included in the over-the-counter market (Quotation Board) of the Frankfurt Stock Exchange.

The issue of the publity bond 2020/2025 as well as the public offering (including the exchange offer) will be accompanied by ICF BANK AG Wertpapierhandelsbank.

The issue is intended to refinance the convertible bond 2015/2020 on one hand and to strengthen the liquidity position of the publity group as well as to finance its further growth on the other hand.

In the context of the guarantee of a minimum issue volume of the publity bond 2020/2025 declared by the major shareholder and CEO of publity, Thomas Olek, of EUR 50 million, the 5 million threshold from § 14 (3) of the terms and conditions of the Convertible Bond 2015/2020 will be exceeded, so that the holders of the Convertible Bond 2015/2020 will be entitled, following the issue, to demand from publity repayment of some or all of their bonds of the Convertible Bond 2015/2020 at par plus interest accrued up to the date of repayment (exclusively) on the par value and not yet paid in accordance with the more detailed provisions of § 14 (3) of the terms and conditions of the Convertible Bond 2015/2020.

Irrespective of this, TO-Holding GmbH has announced that it intends to make an offer to the holders of the convertible bond 2015/2020 issued by publity to take over their bonds of the convertible bond 2015/2020 at an offer price of 99% of the nominal amount plus accrued interest in May 2020. The takeover offer is intended to last until after the start of the public offering of the publity bond 2020/2025.

The holders of the Convertible Bond 2015/2020 will therefore have the opportunity to (i) exchange their bonds of the Convertible Bond 2015/2020 for bonds of the new publity Bond 2020/2025 and, in doing so, also receive the exchange premium together with pro rata accrued interest, or (ii) following publity’s public offering, against repayment of the nominal amount plus the nominal amount and accrued interest, or (iii) to sell to TO-Holding GmbH at 99% of the nominal amount plus accrued interest as part of the purchase offer.

The prospectus applicable to the public offering of the publity 2020/2025 Bonds will be available on the publity website (www.publity.de) under the section «Investor Relations» after its approval by the CSSF. In this context, the following information must be observed.

Disclaimer

This publication does not constitute an offer. In particular, it does not constitute a public offer to sell or an offer or a solicitation of an offer to purchase, purchase or subscribe for any bonds, shares or other securities. The offer by publity AG is governed exclusively by the securities prospectus to be approved by the Commission de Surveillance du Secteur Financier (CSSF) and expected to be published end of May 2020 on the website of publity AG (www.publity.de) in the «Investor Relations» section. Only the securities prospectus will contain the information for investors required by law. Investors are recommended to read the securities prospectus to be examined by the CSSF for completeness, coherence and comprehensibility, as it is expected to be available from end of May 2020 on the website of publity AG (www.publity.de) under the section «Investor Relations» before deciding to buy or sell bonds or shares of publity AG in order to fully understand the potential risks and opportunities of the investment decision, and to make an investment decision only on the basis of all available information about the Company after consulting with its own lawyers, tax and/or financial advisors. It should be noted that approval of the Prospectus by the CSSF is not to be construed as an endorsement of the relevant securities.

A public offer of the securities mentioned in this publication is being made exclusively on the basis of and in accordance with the securities prospectus and only in the Federal Republic of Germany and the Grand Duchy of Luxembourg. In particular, neither a public offering nor a solicitation of an offer to purchase securities in the United States of America, Japan, Canada, New Zealand or Australia will be made.

The securities mentioned in this publication have not been and will not be registered under the United States Securities Act of 1933 (the «Securities Act») or the securities laws of any state of the United States of America and may not be admitted to trading in or into the United States of America or into or on behalf of or for the account or benefit of a U.S. person or entity.The securities may not be offered, offered, sold, pledged, transferred or delivered (directly or indirectly) to, or for the account or benefit of, any person (as such term is defined in Regulation S under the Securities Act) absent registration or an exemption from, or pursuant to an exemption from, the registration requirements of the Securities Act or a transaction not subject to the registration requirements of the Securities Act and in any event in accordance with the securities laws of any state of the United States.

This publication may contain future-oriented statements. Future-oriented statements are all statements that do not refer to historical facts or events. This applies in particular to statements about the intentions, beliefs or current expectations of the Company with respect to its future financial performance, plans, liquidity, prospects, growth, strategy and profitability as well as the economic environment in which the company operates. The future-oriented statements are based on current estimates and assumptions made by the company to the best of its knowledge. However, such forward-looking statements are subject to risks and uncertainties because they relate to future events and are based on assumptions that may not occur in the future. The company is not obliged to update or modify the future-oriented statements contained in this publication to reflect events or circumstances occurring after the date of this publication, unless they contain insider information subject to publication requirements.

publity AG plans issue of the postponed corporate bond already in June 2020 and increases issue volume to up to EUR 100 million