The Social Chain AG
The Social Chain AG resolves on capital increase with subscription rights against contributions in cash and in kind

Publication of inside 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 THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS RELEASE.

The Social Chain AG resolves on capital increase with subscription rights against contributions in cash and in kind

Berlin, 21 June 2023 – Today, the management board of The Social Chain AG (“Company“) (ISIN DE000A1YC996 / WKN A1YC99), with the consent of the supervisory board of the Company, today resolved to increase the share capital of the Company from EUR 15,755,343.00 by up to EUR 4,501,524.00 to up to EUR 20,256,867.00 by issuing up to 4,501,524 new ordinary registered shares with no par value (“New Shares“), making partial use of the Authorized Capital 2022/I (“Capital Increase“). The New Shares with a proportionate amount of the share capital of the Company of EUR 1.00 per New Share are fully entitled to dividend as of 1 January 2023. The subscription ratio was set at 7:2, i.e. seven (7) existing shares of the Company entitle to subscribe to two (2) New Shares.

The Capital Increase shall be effected against contributions in cash as well as against contributions in kind. Gruppe Georg Kofler GmbH (“Contributing Shareholder“) will be admitted to the direct subscription of 2,576,923 New Shares (“Contribution in Kind Shares“) against contributions in kind. The Contribution in Kind Shares will be issued against contribution of loan claims of the Contributing Shareholder against the Company in the nominal amount of EUR 6,700,000.00 in total at an issue price of EUR 2.60 per Contribution in Kind Shares. For this purpose, existing shareholders have assigned their subscription rights to 979,273 New Shares to the Contributing Shareholder.

The remaining shareholders of the Company will be offered 1,924,601 New Shares (“Offer Shares“) without a prospectus by way of indirect subscription rights during the subscription period expected to commence on 26 June 2023 (inclusive) and to end on 10 July 2023 (inclusive) at a subscription price of EUR 2.60 per Offer Share (“Subscription Price“) in accordance with the terms and conditions of the subscription offer expected to be published in the German Federal Gazette on or about 23 June 2023. In addition to their statutory indirect subscription right, the shareholders shall be granted an over-subscription right for any Offer Shares not subscribed. A trading of subscription rights on the stock exchange is not intended.

Offer Shares not subscribed for in the Subscription Offer (including a potential over-subscription) (“Rump Shares“) shall be offered to selected qualified investors in private placements outside the United States of America in offshore transactions pursuant to Regulation S under the U.S. Securities Act of 1933, as amended, at a price at least equal to the Subscription Price (“Rump Placement“). Prior to the Capital Increase, certain investors, including existing shareholders of the Company, have entered into binding undertakings with the Company to purchase at the Subscription Price all of the remaining Rump Shares not acquired in the Rump Placement.

The maximum gross proceeds from the planned Capital Increase (excluding contributions in kind) will amount to EUR 5 million. The Company intends to use the net proceeds from the Capital Increase for general financing purposes of its business activities.

Further information on the Capital Increase can be found on the Company’s website (www.thesocialchain.ag) in the section “Investor Relations – Capital Increase 2023”.

Contact

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

+49 163 208 4182
ir@socialchain.com

Important notice

This release 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 the publication, distribution or release would be unlawful. This release does not contain or constitute an offer of, or solicitation of an offer to purchase or subscribe for, securities to any person in the United States, Australia, Canada or Japan or in any other jurisdiction to whom or in which such offer or solicitation is unlawful.

This release constitutes neither an offer to sell nor a solicitation to buy securities of the Company.

In the member states of the European Economic Area other than Germany, this release is only addressed to and directed at 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 June 14, 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 release may be distributed in the United Kingdom only to, and is only directed at, persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (“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 to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons“). This release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. 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 release is not an offer of securities for sale in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (“Securities Act“) or with any securities regulatory authority of any state or any 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, or have any of the foregoing authorities passed upon or endorsed the merits of the offering of the securities referred to herein. There will be no public offer of these securities in the United States.

The securities referred to herein may not be offered of sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.

Certain statements contained herein may constitute “forward-looking statements”. Forward-looking statements are based on the current views, expectations, assumptions and information of the management of the Company which the Company has made to the best of its knowledge, but which do not claim to be correct in the future (in particular where such forward-looking information is in relation to matters outside the control of the Company). Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this release or the underlying assumptions. The Company does not assume any obligations to update any forward-looking statements. Moreover, it should be noted that all forward-looking statements only speak as of the date of this release and that neither the Company nor the bank, except as required by law, to update any forward-looking statement or to conform any such statement to actual events or developments. Each of the Company and the bank and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this release, whether as a result of new information, future developments or otherwise.