DGAP-News

Tele Columbus AG: Tele Columbus AG announces intended launch of capital increase and sets subscription price at EUR 3.25 per new share - Seite 2

According to a backstop agreement entered into between the Company and Kublai on 21 December 2021 in connection with the public takeover offer by Kublai, Kublai has undertaken to exercise its subscription rights in the rights offering and to directly subscribe such number of new shares which, multiplied with the subscription price, together with the aggregate subscription price payable by the Company's other existing shareholders who have exercised their subscription rights, will result in gross proceeds from the offering in the amount of EUR 475 million ("Backstop Cap"). If, after exercise of its subscription rights, the aggregate subscription price payable by Kublai and together with the aggregate subscription price payable by the Company's other existing shareholders who have exercised their subscription rights, falls short of the Backstop Cap, Kublai has undertaken to directly subscribe for such number of additional new shares not subscribed in the rights offering (to the extent available) at the subscription price as is required to reach the Backstop Cap.

Because the dividend entitlement for the Company's new shares as of 1 January 2021 will initially deviate from that of the Company's existing shares, the new shares will initially be assigned a different ISIN, WKN and Ticker Symbol than the existing shares. After the general shareholders' meeting of the Company, which will resolve on the distribution of dividends (if any) for the financial year ended 31 December 2020 with respect to the existing shares, has taken place, the new shares will be assigned the same ISIN, WKN and Ticker Symbol as the existing shares

The Company will publish a securities prospectus following the approval by the German Federal Financial Supervisory Authority (BaFin) that will form the basis of the subscription offer, which will be published in the Federal Gazette (Bundesanzeiger) in due course. The securities prospectus, which is expected to be published in a timely manner, and the subscription offer will contain further details regarding the subscription period during which shareholders may exercise their subscription rights and the expected timing of the admission to trading of the new shares on the regulated market of the Frankfurt Stock Exchange (Prime Standard).