curasan AG: Volume of convertible bond, further finance commitment by investor, resolution proposals on reduction of the share capital and subsequent capital increase with subscription rights, possible resignation of Board members and audit certificate
curasan AG / Key word(s): Miscellaneous
Kleinostheim, 2 May 2019 - curasan AG (ISIN DE0005494538 / WKN 549453) (hereinafter also referred to as the "Company") announces that within the subscription offer for its convertible bond 2019/2024 as well as the subsequent private placement closed today, partial notes were placed with a volume of EUR 1,914,650.00.
The convertible bond 2019/2024 will therefore be issued in a denomination of 191,465 partial notes at EUR 10.00 each with a term of 5 years and an annual interest rate of 5.00%. The interest payment for the 2-year period from 30 April 2019 to 29 April 2021 is due on 30 April 2021, all further interest payments will be made annually on 30 April of each year. The bonds can be converted into up to 1,823,476 shares of the Company at an initial conversion price of EUR 1.05 per share. The conversion right can be exercised from 22 May 2019 until 8 April 2024. The bond terms provide for annual block deliveries and special conversions in the event that the volume of outstanding bonds for which the conversion right has been effectively exercised reaches a nominal value of EUR 1 million.
The Company also announces that due to the only partial placement of the convertible bond 2019/2024 and in order to maintain a positive going concern forecast for the Company, Donau Invest Beteiligungsges. m.b.H., located in Vienna (the "Investor"), has committed to the Company to sign all shares not subscribed in the framework of a capital increase with subscription rights against cash contributions to be resolved by the Company's next General Meeting (the "Cash Capital Increase") at an issue price of EUR 1.05 per new share in a total volume of at least EUR 3,085,349.00 (the "Finance Commitment"). The Finance Commitment is limited to September 15, 2019 and subject to the condition that curasan AG's next General Meeting resolves a share capital reduction at a ratio of 3:1.
In view of the above, the Management Board and Supervisory Board intend to propose to the Annual General Meeting scheduled for June 26, 2019, i.a., a simplified share capital reduction according to §§ 229 et seq. German Stock Corporation Act to EUR 6,127,446.00 to cover losses by merging of shares at a ratio of 3:1 as well as a subsequent Cash Capital Increase with subscription rights against cash contributions by expected EUR 3,085,349.00 at least.
The Investor's Finance Commitment is also based on the conditions precedent that (i) upon request, the currently sole member of the Management Board, Michael Schlenk (the "CEO") agrees to resign from his position prior to the expiration of his term of office currently limited until September 30, 2019, provided a controlled transfer to a successor has taken place or is ensured, (ii) the CEO waives all stock options granted by the Company as well as his claims for bonus payments against the Company in the amount of about EUR 47,000,00 and, (iii) upon request by the Investor, at least one of the acting members of the Supervisory Board, Dr. Detlef Wilke or Dr. Tomas Kahn, agrees to resign from the Supervisory Board mandate. The Finance Commitment becomes ineffective if insolvency proceedings are opened against the assets of the company despite the Finance Commitment. From today's perspective, the Management Board of the Company assumes that all conditions precedent for the effectiveness of the Finance Commitment will be met.
Against this background, the Management Board of the Company continues to assume that the auditor will issue his respective audit opinions on the Company's financial statements and the consolidated financial statements as of December 31, 2018 within the next few days, taking into account the circumstances described above, which may also result in an indication or restriction in his audit opinion with regard to the further capital measures still required in the further course of the year. The financial statements are still expected to be published by May 13, 2019 at the latest.
Head of Investor Relations & Corporate Communications
+49 6027 40900-51
02-May-2019 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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|EQS News ID:||806719|
|End of Announcement||DGAP News Service|