NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
- SLM resolves cash capital increase under exclusion of pre-emption rights
- 1,798,086 new shares to be issued to Elliott; 20% of the new shares to be subsequently transferred to ENA Investment Capital
- Proceeds will increase financial flexibility and will be used for general corporate purposes
- Changes to SLM’s supervisory board
Luebeck, March 28, 2019 – The Executive Board and the Supervisory Board of SLM Solutions Group AG (“SLM”, or the “Company”) today resolved to increase the registered share capital of the Company by approximately 10%, from EUR 17,980,867 to EUR 19,778,953, through the exercise of its authorized capital, and under exclusion of shareholders’ subscription rights (the “Capital Increase”).
The 1,798,086 new no-par value ordinary bearer shares were placed to funds advised by Elliott Advisors (UK) Limited (“Elliott”) with the obligation to subsequently transfer 20% of these new shares to funds managed by ENA Investment Capital LLP (“ENA Investment Capital”) on the same terms and conditions. The new shares were placed at a price of EUR 7.23 per new share representing a premium to the XETRA closing price on March 28, 2019 of 12.4%. The Company has signed investment agreements to that effect with Elliott and ENA Investment Capital.
The new shares, which carry full dividend rights as of January 1, 2018, shall be admitted to trading on the regulated market (regulierter Markt) without a prospectus and are expected to be included in the existing quotation for the Company’s shares in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange in April 2019.
SLM will receive gross proceeds amounting to around EUR 13 million from the Capital Increase. The proceeds from the Capital Increase will bolster the Company’s financial position and will be used for general corporate purposes.
In addition, Peter Grosch and Lars Becker have informed the Company today, following the resolution of the supervisory board on the capital increase, that they resign from the Company’s Supervisory Board, with the consent of the Chairman of the Supervisory Board, effective April 15, 2019. Bernd Hackmann has informed the Company simultaneously that he will no longer be available as member of the Company’s Supervisory Board after the AGM on June 25, 2019. In coordination with Elliott, SLM’s largest shareholder, the Company will consider suggesting Michael Mertin, Magnus René and Thomas Schweppe for court appointment or election to SLM’s supervisory board as the case may be. Michael Mertin, Magnus René and Thomas Schweppe bring additional experience in additive manufacturing, industrial manufacturing and capital markets and will complement and strengthen the board of SLM. Michael Mertin is the former CEO of Jenoptik, Magnus René is the former CEO of ARCAM in Sweden and Thomas Schweppe is Managing Director of 7Square and former Managing Director at Goldman Sachs.
<End of Ad‐hoc‐Announcement>
About the Company:
Lübeck-based SLM Solutions Group AG is a leading provider of metal-based additive manufacturing technology. The company's shares are traded in the Prime Standard of the Frankfurt Stock Exchange. SLM Solutions focuses on the development, assembly and sale of machines and integrated system solutions in the field of selective laser melting. SLM Solutions currently employs over 400 members of staff in Germany, Austria, France, Italy, the USA, Singapore, Russia, India and China. The products are utilised worldwide by customers in particular from the aerospace, energy, healthcare and automotive industries.