- ISIN DE000A1YC996
- Country Deutschland
The Social Chain AG
The Social Chain AG: Release according to Article 111c of the AktG [the German Stock Corporation Act] with the objective of Europe-wide distribution
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The Social Chain AG
/ Release of an announcement according to Article 111c of the AktG [the German Stock Corporation Act]
The Social Chain AG (the “Company“) and Gruppe Georg Kofler GmbH with its seat in Munich (“GGK“), controlled by the Chairman of the Company’s Management Board, Dr. Georg Kofler, have entered into a contribution and transfer agreement (“Agreement“) on June 23, 2023. GGK originally granted various individual loans to TSCG AG, registered in the Commercial Register of the Local Court of Charlottenburg under HRB 196882 B, – a wholly-owned subsidiary of the Company – in reporting years 2020 and 2021. Effective August 31, 2022, TSCG AG and GGK combined all loans existing as of the aforementioned reporting date and the interest accrued thereon in a loan prolongation, amendment and subordination agreement, subjecting them to a uniform interest rate and prolonging them in total. Under this agreement entered into with TSCG AG as borrower and GGK as lender and the individual loan agreements on which it is based (collectively the “Loan Agreements“) in the nominal amount of EUR 7,136,785.33 million in total (“Nominal Loan Amount“), GGK held loan repayment claims against TSCG AG in the amount of the Nominal Loan Amount excluding interest (“Loan Receivables“). Under the debt assumption agreement dated today, the Company assumed all Loan Receivables from GGK, so that GGK now holds the Loan Receivables against the Company. By resolution dated April 25, 2023, the Local Court of Charlottenburg appointed MSW GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Strasse des 17. Juni 106-108, 10623 Berlin (“MSW“), as contribution-in-kind auditor pursuant to sections 205 (5) sentence 1, 33 (3) sentence 2 AktG. In the context of an expert opinion, MSW has examined the value of the Loan Receivables and will confirm that the value of the Loan Receivables corresponds at least to the Nominal Loan Amount and that the Loan Receivables are therefore fully recoverable. On June 21, 2023, the Management Board, with the approval of the Supervisory Board, resolved to increase the share capital of the Company from currently 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 no-par value registered shares (“New Shares“) with a pro rata amount of the share capital of the Company of EUR 1.00 per New Share against cash contributions and contributions in kind and by utilizing the Authorized Capital 2022/I, whereby the existing shareholders are granted the statutory subscription right (“Capital Increase“). Hanno Hagemann, Ralf Dümmel, Wanja Sören Oberhof and Dr. Georg Kofler (together the “Assigning Shareholders“) directly or indirectly (including the Existing Shares held by the Contributor) hold 9,873,893 Existing Shares, corresponding to approximately 63% of the share capital and voting rights of the Company. Of these, Dr. Georg Kofler holds a further 2,508,953 Existing Shares with companies controlled by him in addition to the shares held by GGK, corresponding to around 16% of the share capital and voting rights of the Company. The Assigning Shareholders sold and assigned to GGK the subscription rights to New Shares to which they were entitled (“Assigned Subscription Rights“). GGK was granted a direct subscription right in respect of the New Shares to which GGK is entitled according to the subscription ratio on the basis of the Shareholders’ Shares and the Assigned Subscription Rights (together “Non-Cash Capital Increase Shares“). Taking into account the subscription ratio of 7:2, GGK is thus entitled to subscribe for a maximum of 2,576,923 Non-Cash Capital Increase Shares. GGK was permitted to make the contribution, including premium, to the capital increase shares subscribed by it by contributing the Loan Receivables instead of making a cash contribution. The Non-Cash Capital Increase Shares will be issued at an issue price of EUR 2.60 per Non-Cash Capital Increase Share. The subscription price per New Share (“Subscription Price“) for the remaining shareholders corresponds to the Issue Price. Pursuant to the Agreement, GGK now undertakes to contribute part of the Loan Receivables in the nominal amount of EUR 6,700,000.00 (the “Receivables to be Contributed“) to the Company as a contribution in kind as well as to subscribe to and take over all the Non-Cash Capital Increase Shares and, in order to fulfill this contribution obligation, assigns the Receivables to be Contributed to the Company at the pro rata Nominal Loan Amount. The Company accepts this assignment and also consents to the assignment in its capacity as debtor (borrower). As consideration for the contribution of the Receivables to be Contributed, the Company grants GGK 2,576,923 Non-Cash Capital Increase Shares, which are issued under partial utilization of the Authorized Capital 2022/I.
23.06.2023 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | The Social Chain AG |
| Alte Jakobstraße 85/86 | |
| 10179 Berlin | |
| Germany | |
| Internet: | https://www.thesocialchain.ag/ |
| End of News | EQS News Service |
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