YOC AG intends to issue a convertible bond in the amount of up to EUR 2.0 million, Alto Invest undertakes to subscribe for up to EUR 1.5 million
NOT FOR DISTRIBUTION, PUBLICATION OR DISCLOSURE IN OR WITHIN THE UNITED STATES, AUSTRALIA, JAPAN OR CANADA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION MAY BE UNLAWFUL. PLEASE READ THE IMPORTANT NOTES AT THE END OF THIS ANNOUNCEMENT.
Berlin, 28 June 2018, 11:03 CET/CEST
Publication of insider information pursuant to Article 17 of Regulation (EU) No 596/2014
Berlin, June 28, 2018: The Management Board of YOC AG has decided to issue a non-subordinated, unsecured convertible bond 2018/2022. Supervisory Board approval is expected shortly.
The convertible bond is to have a total nominal amount of up to EUR 2.0 million and be divided into up to 20,000 partial bearer bonds with equal rights and a nominal amount of EUR 100.00 each. The issue price per partial bond is to amount to EUR 100.00. The bonds are to bear interest at an annual rate of 4.40% on their nominal value. The conversion price shall be EUR 8.00. The convertible bond is to mature on July 31, 2022 and is to be repaid at 112% of the nominal amount.
YOC AG intends to invest the net proceeds primarily in the further internationalization and further development of the proprietary platforms VIS.X and YOC HUB.
The shareholders of YOC AG shall be granted the statutory subscription right in the form of a direct subscription right. To the extent that partial bonds remain after the exercise of subscription rights by the shareholders, Alto Invest S.A. has undertaken to acquire partial bonds in the amount of up to EUR 1.5 million at the issue price.
Further details on the issue of the convertible bond and the associated risks can be found in the subscription offer. The terms and conditions of the convertible bond also provide further information. The subscription offer will be published in the Federal Gazette, the terms and conditions of the convertible bond will be published on YOC AG’s website at www.yoc.com.
Notifying person: Dirk Kraus, Board of Directors
Greifswalder Str. 212
This announcement is for information purposes only and does not constitute an offer document or prospectus under Directive 2003/71/EC (the «Prospectus Directive»). Furthermore, this announcement does not constitute an offer or an invitation to purchase or subscribe for securities or a solicitation of an offer or part of such offer or solicitation, nor shall it (or any part of it) or the fact of its distribution constitute the basis of or be relied upon in connection with any contract relating thereto.
The convertible bond is to be offered in Germany on the basis of an exemption from the application of the German Securities Prospectus Act (Wertpapierprospektgesetz) without a securities prospectus and in accordance with other laws applicable with regard to the issuance, sale and offer of the partial bonds of the convertible bond and otherwise in accordance with the German Securities Prospectus Act and the Prospectus Directive.
This announcement may not be published, distributed or transmitted in the United States of America, Australia, Japan or Canada. This announcement constitutes neither an offer to purchase securities nor a solicitation of an offer to purchase securities of YOC AG (the «Securities») in the United States of America, Germany or other countries. The Securities may not be offered or sold in the United States of America without prior registration or registration or an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the «Securities Act»). The securities are not and will not be registered under the Securities Act.
In the United Kingdom, this announcement is directed only at (i) qualified investors within the meaning of the Financial Services and Markets Act 2000, as amended, and its implementing measures and/or (ii) persons who have professional investment experience and are covered by the term «investment professionals» in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the «Order») or Article 49(2)(a) to (d) of the Order (High Net Worth Companies, Partnerships, etc.).) or any other exception to the Order (such persons together being the «Relevant Persons»). Persons who are not Relevant Persons may not rely on this ad hoc announcement and its content. Any investment or investment opportunity discussed in this announcement is available only to Relevant Persons and is only entered into with Relevant Persons.
In member states of the European Economic Area that have implemented the Prospectus Directive (except Germany), this announcement and any subsequent offering is directed exclusively at qualified investors within the meaning of the Prospectus Directive in that member state.
Forward-looking statements contained in this announcement are not facts and are identified by the words «will», «expect», «believe», «estimate», «intend», «seek», «anticipate» and similar expressions. These statements express the intentions, opinions or current expectations and assumptions of YOC AG and the persons acting in concert with it. The forward-looking statements are based on current plans, estimates and forecasts which YOC AG and the persons acting in concert with it have made to the best of their knowledge, but make no statement about their future accuracy. Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the control of YOC AG or the persons acting in concert with it. It should be noted that actual results or consequences may differ significantly from those expressed or implied by such forward-looking statements.