EQS-Ad-hoc: The Social Chain AG / Key word(s): Capital Increase/Investment The Social Chain AG: Intention to resolve a capital increase in kind in order to aquire shares in drtv.agency GmbH 22-Dec-2022 / 20:31 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.
Publication of Insider Information according to Article 17 of Regulation (EU) No. 596/2014 NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED BELOW), CANADA, AUSTRALIA OR JAPAN OR ANY OTHER COUNTRY IN WHICH SUCH PUBLICATION MAY BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. THERE ARE OTHER RESTRICTIONS. PLEASE SEE THE IMPORTANT NOTE AT THE END OF THIS PUBLICATION. The Social Chain AG: Intention to resolve a capital increase in kind in order to acquire shares in drtv.agency GmbH Berlin, December 22, 2022 –Today, The Social Chain AG (WKN: A1YC99, ISIN:DE000A1YC996, Ticker: PU11) (the 'Company') has entered into a notarized agreement regarding the acquisition of 49 percent of the share capital in drtv.agency GmbH, an agency based in Stuttgart with focus on performance-marketing services. Following completion, the Company will become sole shareholder of drtv.agency GmbH. As partial consideration for the transfer of the shares in drtv.agency GmbH, the Company will issue new shares in a total value of EUR 3.5 mio. by way of a capital increase in kind to be resolved by the Company´s management. The new shares will be issued at a price of EUR 15.38 each. The capital increase in kind shall be effected through partial utilization of the existing authorized capital. The new shares are eligible to a share in the profits of the financial year 2023 starting from January 1, 2023. URL Notifying Person: Sarah Pust I Investor Relations Gormannstraße 22 10119 Berlin +49 163 208 4182
EMAIL Important Notice This announcement constitutes neither an offer nor a solicitation to purchase or subscribe for securities of the Company. This announcement is not intended for distribution, directly or indirectly, in or into the United States or within the United States and may not be distributed to U.S. persons (as such term is defined in Regulation S under the Securities Act) or publications with a general circulation in the United States. This announcement does not constitute or form part of any offer to sell or the solicitation of an offer to purchase or subscribe for any securities in the United States. The securities are not and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration under the Securities Act. The Company does not intend to conduct a public offering of securities in the United States. In the United Kingdom, this publication is only addressed to (i) persons falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) Persons falling within Article 49(2) (a) to (d) of the Order (high net worth corporations, partnerships, etc.) or (iii) persons to whom it may otherwise lawfully be made available under applicable securities laws (such persons collectively, the "Relevant Persons"). This publication must not be referred to or relied upon by any person other than a Relevant Person. The securities referred to in this announcement are not being sold or offered for sale in Canada, Australia or Japan, or to or for the account of any person resident or resident in Canada, Australia or Japan. No measures have been taken to offer, purchase or distribute the securities in countries where this is not permitted. This publication does not constitute a recommendation as to an investment into the Company. Investors should consult a professional adviser as to the suitability of an investment into the Company for the person concerned. This release may contain certain forward-looking statements, estimates, opinions and forecasts regarding the future business, results of operations and results of The Social Chain AG ("forward-looking statements"). Forward-looking statements are identified by words such as "believe," "estimate," "anticipate," "expect," "intend," "will," or "should," or their negation, and similar variations or terminology. Forward-looking statements include all matters that are not based on historical facts. Forward-looking statements are based on the current opinions, forecasts and assumptions of the Management Board of The Social Chain AG and involve significant known and unknown risks and uncertainties, which could cause actual results, performance and events to differ materially from the results, performance and events expressed or implied in the forward-looking statements may differ. Forward-looking statements contained herein should not be taken as guarantees of future performance or results and are not necessarily reliable indicators of whether or not such results will be achieved. The forward-looking statements contained in this release speak only as of the date of this release. The Company will not update the information, forward-looking statements or conclusions contained in this release to reflect subsequent events and circumstances, nor will it reflect subsequent events or circumstances, or any inaccuracies that may arise after the issue of this release as a result of new information, future developments or other circumstances, correct, and assumes no obligation to do so. Neither the Company nor any other person assumes any responsibility whatsoever that the forward-looking statements or assumptions contained herein will materialize.
22-Dec-2022 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.Archive at URL 1520459 22-Dec-2022 CET/CEST