The Social Chain AG

  • WKN: A1YC99
  • ISIN: DE000A1YC996
  • Land: Deutschland

Nachricht vom 19.10.2021 | 08:43

The Social Chain AG acquires all shares in DS Holding GmbH and resolves on capital increase in kind

The Social Chain AG / Key word(s): Takeover/Corporate Action
The Social Chain AG acquires all shares in DS Holding GmbH and resolves on capital increase in kind

19-Oct-2021 / 08:43 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


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 acquires all shares in DS Holding GmbH and resolves on capital increase in kind

Berlin, 19 October 2021 - Today, The Social Chain AG (WKN: A1YC99, ISIN: DE000A1YC996, ticker: PU11) ("TSC") has concluded a notarized share purchase, contribution, and transfer agreement with all shareholders of DS Holding GmbH, Stapelfeld, ("DSH") pursuant to which TSC acquires one hundred percent of the share capital of DS through a fully controlled subsidiary.

DSH is the ultimate parent company of the DS Group. DS Group is an international brand and trading group specializing in the development, marketing, and distribution of currently over 4,000 consumer goods products.

The contribution to be paid to the shareholders of DSH consists of 2,855 million newly issued shares and a cash purchase price of EUR 100 million.

In order to issue the new shares, the management board of TSC, with the approval of the supervisory board, has resolved today to increase the share capital of TSC by way of a capital increase in kind. The statutory subscription rights of the TSC shareholders were excluded. Based on the final stock market closing price of the TSC shares on 18 October 2021 of EUR 42.20, the share component amounts to EUR 120.5 million.

The cash purchase price is to be financed through a combination of debt and equity capital. The equity capital shall be raised by way of an accelerated book building subsequently after the listing of the TSC shares in the Prime Standard, which will be pursued regardless of the acquisition of DSH. The new shares will be offered solely to institutional investors. Statutory subscription rights of TSC shareholders will be excluded.

The transaction is subject to fulfillment of several closing conditions.

The parties expect closing of the transaction and subsequent issuance of the newly created shares in Q4 2021.

Upon completion of the acquisition of DSH, TSC expects total revenues (pro forma consolidated) for the 2021 financial year of EUR 620 million which revokes the forecast last confirmed in the half-year consolidated financial statements of 2 September 2021 in its entirety.

The Social Chain AG: Social Commerce on a global scale

Social Chain AG is reshaping the world of brands and commerce. Our strategy and our actions are "Digital first - direct to customer": from branding to marketing to direct sales of our products in the categories Food, Home & Living, Beauty, and Fitness. Our online shops are the most efficient points of sale for our Direct-to-Consumer brands. More than 70 percent of Direct-to-Consumer sales are performed by our owned and operated online shops. Our communities, with over 86 million followers worldwide, inspire our customers and amplify our brand messages. We manage the expansion of our Social Commerce system of communities, brands, digital points of sale and logistics via our integrated proprietary technology platform: LINKS which analyses interests, purchase intentions and product satisfaction along the entire digital customer journey.
Social Chain AG's headquarters are in Berlin, with additional locations in Munich, London, Manchester, New York, San Diego and Los Angeles. The company employs a total of around 850 people. The Social Chain AG shares are traded on XETRA and several German stock exchanges.

www.socialchain.com

Important note

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.

The securities referred to in this announcement will not be offered or sold in Canada, Australia or Japan, or to or for the account of persons resident in Canada, Australia or Japan. No action has been taken to offer, acquire or distribute the securities in any jurisdiction where this is not permitted.

This release contains statements relating to the future. These statements are based on current views, expectations and assumptions of the Company's management and involve known and unknown risks and uncertainties that could cause actual results, performance, or events to differ materially from those expressed or implied. Actual results, results or events could differ materially from those described herein due to factors affecting the Company, including, but not limited to, changes in the general economic environment or competitive situation, capital market risks, foreign exchange rate fluctuations and competition from other companies, and changes in foreign or domestic laws or regulations, including, but not limited to, the tax environment. The Company assumes no obligation to update any statements relating to the future.

Contact:
Jana Walker | Investor Relations
ir@socialchain.com




Contact:
Jana Walker | Investor Relations
ir@socialchain.com

19-Oct-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de



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