DGAP-Adhoc

tonies SE to issue convertible bonds

DGAP-Ad-hoc: tonies SE / Key word(s): Financing tonies SE to issue convertible bonds 28-Jun-2022 / 18:43 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 FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.

AD-HOC RELEASE

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation – MAR).

tonies SE to issue convertible bonds

Luxembourg, June 28, 2022 – tonies SE (“tonies” or the “Company”, ISIN: LU2333563281, Frankfurt Stock Exchange: TNIE) decided to issue convertible bonds with an aggregate principal amount of €10 million, with two €10 million upsize options.

Today, the management board of tonies, with approval of the supervisory board, resolved to issue unsecured convertible bonds with an aggregate principal amount of €10 million, maturing in July 2027 (the “Convertible Bonds”). The Convertible Bonds will be convertible into newly issued or existing registered class A shares in dematerialized form without nominal value of the Company. The Convertible Bonds will be issued to one investor. Shareholders’ subscription rights have been excluded. The Company will initially issue Convertible Bonds with an aggregate principal amount of €10 million but has two €10 million upsize options.

The Convertible Bonds will be issued at 100% of their nominal value with a denomination of €100,000 each and – unless previously converted, repurchased or redeemed – will be redeemed at par at maturity. The Convertible Bonds have an annual interest rate of 5.00%, payable annually, and a conversion premium of 25.0% above the volume weighted average price of the tonies class A shares on XETRA during the five trading days period that ended on June 23, 2022.