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, July 24, 2018 – YOC AG (“YOC” or “Company”) announces the issuance of the 2018/2022 convertible bond. As part of the subscription offer and in the subsequent private placement, convertible bonds with a total nominal value of approximately EUR 1.6 million were placed, of which EUR 1.5 million were taken over by the institutional investor Alto Invest S.A. under the agreement already announced.
The convertible bonds are convertible into 193,825 ordinary shares of YOC AG. This corresponds to approximately 5.89% of the company’s share capital. The conversion price of EUR 8.00 corresponds to a conversion premium of approx. 51% on the closing price of the YOC share (XETRA) at the end of the subscription period on July 23, 2018.
Dirk Kraus, founder and CEO of YOC AG: “We intend to invest the net proceeds primarily in the further development of the proprietary platforms VIS.X and YOC HUB and for further internationalization.”
The transaction was accompanied by M.M. Warburg & CO.
YOC is a mobile-first ad technology company, aiming to deliver the best digital branding advertising and therefore driving superior value for advertisers, publishers, and users. With VIS.X, our next-generation programmatic advertising platform, YOC combines efficient media trading with high impact ad formats and enables advertisers to create improved awareness for their brands with brand-safe inventory. Renowned, premium publishers are integrated with the platform providing global reach at scale. With our proprietary technology stack and a long-standing expertise, YOC is known for delivering excellent and continuous high-quality service and fast execution.
YOC was founded in 2001 and is listed in the Prime Standard at the Deutsche Börse Stock Exchange and operates offices in Berlin, Dusseldorf, London, Madrid, Vienna, Warsaw, and Amsterdam. For more information visit yoc.com.
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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.