TubeSolar AG: TubeSolar AG resolves financing measures for the further development of the company

 TubeSolar AG resolves financing measures for the further development of the company

Cash capital increase with subscription rights and capital increase against contributions in kind resolved and issuance of convertible bonds planned
 

Augsburg, 06.10.2022 - The Management Board of TubeSolar AG (ISIN DE000A2PXQD4) has decided today, with the approval of the Supervisory Board, on far-reaching financing measures for the further development of the company.

In detail, the Executive Board, with the approval of the Supervisory Board, has decided to carry out a cash capital increase and a capital increase against contributions in kind, each using the existing authorised capital, and intends to issue a convertible bond.

The Executive Board has resolved to increase the share capital of the company from EUR 12,900,000 by EUR 1,882,352.00 to EUR 14,782,352.00 by issuing 1,882,352 new no-par value bearer shares with a pro rata amount of the share capital of EUR 1.00 each.

The new shares will be offered for subscription to all shareholders within the framework of a public offering. The subscription ratio has been set at 6:1, i.e. six old shares held by a shareholder on the record date entitle the holder to subscribe to one new share. The subscription price within the framework of the cash capital increase is to be EUR 4.25 per share. The gross issue proceeds will thus amount to approximately EUR 8 million.

The shareholder BF Holding GmbH guarantees the cash capital increase in full and will underwrite all new shares not subscribed by shareholders in the subscription offer and not placed with other investors in the private placement following the subscription offer.

The subscription offer will be made without a prospectus pursuant to section 3 no. 2 of the German Securities Prospectus Act ("WpPG") and is expected to take place in October 2022. This timetable is subject to the approval of the securities information sheet prepared pursuant to article 4 WpPG. The securities information sheet for the subscription offer will be published on TubeSolar AG's website immediately after approval.

The subscription offer of the cash capital increase shall be published immediately after the approval of the Securities Information Document. The subscription period runs for a fortnight from the day after the announcement of the subscription offer. Any new shares not subscribed for as a result of the subscription right will be offered for purchase to investors within and outside Europe by way of a private placement following the subscription offer.

Furthermore, the Executive Board has decided to carry out a capital increase in kind from authorised capital within the framework of a debt-equity swap, excluding shareholders' subscription rights, in order to strengthen equity and reduce liabilities.

For this purpose, the share capital of the company will be increased by a nominal amount of EUR 3,217,648.00 against contribution in kind by issuing 3,217,648 new no-par value bearer shares with a pro rata amount of the share capital of EUR 1.00 per new share. The issue amount in the context of the capital increase through contributions in kind is also EUR 4.25 per new share.

BF Holding GmbH, TSG 1. Vermögensverwaltungs GmbH, BD Vermögensverwaltungs GmbH and Solar Invest International SE will be admitted to subscribe to the 3,217,648 new shares in the context of the capital increase against contribution in kind of a partial amount of nominally EUR 13,675,004.00 of their loan claims against TubeSolar AG.

The contribution of the loan receivables will substantially reduce the liabilities in a liquidity-neutral manner, reduce the interest burden for the company and significantly increase the equity ratio.

The valuation report on the recoverability of the loan receivables to be contributed and the conclusion of the contribution agreements are still outstanding.

The capital increase against contribution in kind will be implemented shortly after the cash capital increase.

Furthermore, the Management Board of TubeSolar AG also plans to issue a convertible bond in the short term on the basis of the authorisation resolution of the Annual General Meeting of 14 August 2020 with a total nominal amount of up to approximately EUR 8 million. The shareholders shall also be granted subscription rights during a subscription period of at least two weeks.

The convertible bond is to be issued at 100 % of the nominal value with a denomination of EUR 100.00 per bond and is to bear interest of 2 % per annum on its nominal amount. The conversion price per share is expected to be EUR 5.50, which is significantly above the current share price.

The convertible bond is to have a term of four years. Bonds not subscribed by shareholders within the subscription period will also be offered to selected investors in a private placement.

The Subscription Offer shall be made in the form of a public offer in the Federal Republic of Germany without a prospectus pursuant to article 3 No. 2 WpPG.

The Executive Board will determine the further details of the convertible bond issue in a timely manner.

The total issue proceeds from the cash capital increase and the issuance of the convertible bond in the amount of up to approximately EUR 16 million are to be used, on the one hand, for the general financing of the issuer's current business activities and, in particular, for investments in the development of the production facilities as well as for research, sales and marketing.

About TubeSolar AG (www.tubesolar.de)

TubeSolar AG has taken over the laboratory production of OSRAM/LEDVANCE in Augsburg as a spin-off and acquired the patents from LEDVANCE and Dr. Vesselinka Petrova-Koch. TubeSolar AG has been using this patent-protected technology since 2019 to develop and manufacture photovoltaic thin-film tubes that are joined together to form modules and whose properties enable additional application opportunities in solar power generation compared to conventional solar modules. The technology will be used in the agricultural sector, among others, and will span agricultural production areas. The modules are also to be used on industrial and commercial roofs. In the next few years, it is planned to expand production in Augsburg to an annual production capacity of 250 MW.
 

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