DGAP-Adhoc AUTO1 Group SE resolves to issue new shares to settle the existing participation program for its founders, which has partially vested, amounting to around 2.2% of the share capital.
DGAP-Ad-hoc: AUTO1 Group SE / Key word(s): Capital Increase
Berlin, 23 March 2021 - Using its authorized capital, the Company will increase its share capital by EUR 4,529,732.00 by issuing a total of 4,529,732 new shares (around 2.2% of the current share capital). The new shares are issued against contribution in kind with exclusion of the shareholders' subscription rights to the chairman of the Management Board, Christian Bertermann, and the former member of the Management Board and current member of the Supervisory Board Hakan Koç, for the partial settlement of an existing participation program, the so-called Long-term Incentive Plan 2017. The Management Board and the Supervisory Board adopted this resolution today.
As part of the Long-Term Incentive Plan 2017, virtual shares were issued to Christian Bertermann and Hakan Koç as long-term remuneration, the settlement of which depend on the development of the stock market price in a 24-month period after the IPO. The settlement requirements have now been met for two thirds of these virtual shares. For settlement, 2,264,866 new shares will be issued to each of the two beneficiaries against contribution of their payment entitlements under the relevant virtual shares. They may only be transferred for up to 12 months after the completion of the IPO with the consent of the Supervisory Board and, in the case of Christian Bertermann, are also subject to a lock-up agreed with the issuing banks as part of the IPO. However, the Supervisory Board has approved the sale of shares to cover the taxes triggered by the settlement. The beneficiaries intend to sell the shares remaining thereafter to their respective holding vehicles, who will enter into the beneficiaries' holding obligation for this purpose; the Supervisory Board also granted its approval in this respect.