The Social Chain AG
The Social Chain AG: Delay in the Implementation of the Capital Increase

Publication of insider information pursuant to Article 17 of Regulation (EU) No. 596/2014

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS APPLY. PLEASE REFER TO THE IMPORTANT NOTES AT THE END OF THIS PUBLICATION.

• The Social Chain AG announces result of capital increase against cash and non-cash contributions
• Payment of a Backstop Investor delayed 
• Implementation of the capital increase delayed accordingly
• Management Board is assessing the impact of the delay that has occurred and the options with regard to the capital increase

Berlin, 12 July 2023 – The Management Board of The Social Chain AG (“Company“) (ISIN DE000A1YC996 / WKN A1YC99) has received the result of the capital increase against cash and non-cash contributions (“Capital Increase“) announced on 21 June 2023.

Of the 4,501,524 new shares of the Company offered (“New Shares“), a total of 2,576,923 New Shares (“Capital Increase Shares in Kind“) were subscribed by Gruppe Georg Kofler GmbH (“Contributing Shareholder“) by way of contribution in kind of its repayment claims from the shareholder loans granted to the Company. Of the other shareholders who had the opportunity to participate in the capital increase on a pro rata basis and at the same subscription price in return for cash contributions, a total of approximately 1.9% of the subscription rights to which they were entitled were exercised, corresponding to a total of 36,845 New Shares for which subscription rights were exercised.

In the run-up to the Capital Increase, certain investors, including existing shareholders of the Company (“Backstop Investors“), had undertaken in binding commitments to the Company to purchase at the subscription price all remaining shares not acquired in the subscription offer and the rump placement. 

As the payment of a Backstop Investor is delayed contrary to the written back-stop agreement, the implementation of the Capital Increase and thus the delivery of the New Shares will also be delayed.

The Management Board is currently assessing the effects of the delay that has occurred and all options under consideration with regard to the implementation of the Capital Increase. 

Notifying person:

Sarah Pust I Investor Relations
Alte Jakobstraße 85/86
10179 Berlin

+49 (0)151 21 89 88 25
ir@socialchain.de

Important notes

This announcement may not be published, distributed or transmitted in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, “United States“), Canada, Australia, Japan or any other jurisdiction in which such publication, distribution or transmission would be unlawful. This announcement does not constitute or contain an offer or solicitation of an offer to purchase or subscribe for any securities in the United States, Australia, Canada or Japan or in any jurisdiction in which such offer or solicitation would be unlawful.

This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. The securities of the Company have already been sold.

In the member states of the European Economic Area other than Germany, this notice is only addressed to persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (“Prospectus Regulation“).

This announcement may only be distributed in the United Kingdom and is only directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as that Regulation forms part of domestic law by virtue of the Euro-pean Union (Withdrawal) Act 2018, and who are, in addition, (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the “Order“), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) persons falling within Article 49(2)(a) to (d) of the Order. ) or (iii) are persons to whom a solicitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise lawfully be communicated or transmitted (all such persons together being referred to as “Relevant Persons“). This communication is directed only at Relevant Persons. Persons who are not Relevant Persons must not act or rely on this communication. Any investment or investment activity in securities of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement does not constitute an offer of securities for sale in 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“), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The securities referred to herein have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities evaluated or endorsed the merits of the offering of the securities referred to herein. There will be no public offering of these securities in the United States.

The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, nationals, residents or citizens of Australia, Canada or Japan, subject to certain exceptions.

Certain statements contained herein may constitute “forward-looking statements”. These forward-looking statements are based on the current views, expectations, assumptions and information of the Company’s management, which the Company has made to the best of its knowledge and belief, but which do not purport to be accurate as of any date in the future (particularly where such forward-looking information relates to matters outside the control of the Company). Forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties. Actual future results, performance or events could differ materially from those described in such statements due to various factors, and neither the Company nor any other person assumes any responsibility whatsoever for the accuracy of the views expressed or underlying assumptions made in this announcement. The Company assumes no obligation to update the forward-looking statements contained in this release. Furthermore, it should be noted that all forward-looking statements speak only as of the date of this release and that neither the Company nor the accompanying bank undertakes any obligation, except as required by law, to update any forward-looking statements or to conform such statements to actual events or developments. Both the Company and the accompanying bank and their respective affiliates expressly disclaim any obligation to update, revise or revise any forward-looking statements contained in this release, whether as a result of new information, future developments or otherwise.