Today, the management board of DFV Deutsche Familienversicherung AG (ISIN DE000A2NBVD5 / WKN A2NBVD) ("Company"), with the approval of the supervisory board of the Company, resolved to increase the share capital of the Company from currently EUR 26,523,240.00 by up to EUR 2,652,320.00 to up to EUR 29,175,560.00 by issuing up to 1,326,160 new ordinary bearer shares with no par value, each such share with a notional value of EUR 2.00 in the Company's share capital and with full dividend rights as from 1 January 2020 ("New Shares"), against cash contributions making partial use of the existing authorized capital 2018 ("Capital Increase"). The statutory subscription right of the Company's shareholders was excluded.
The expected net proceeds from the Capital Increase shall be used by the Company to continue its current growth strategy, including the establishment of new risk carriers and the expansion of the product portfolio.
The 1,326,160 New Shares will be offered in a private placement by way of an accelerated bookbuilding (i) in the European Economic Area to qualified investors, (ii) in the United States to "qualified institutional buyers" ("QIBs") (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended ("Securities Act")) which are also "qualified purchasers" (as defined in Section 2(a)(51) and related rules of the U.S. Investment Company Act of 1940, as amended ("Investment Company Act")), and (iii) in other countries (except for Canada, Australia and Japan) to institutional investors. Outside the United States, the New Shares will be offered only in "offshore transactions" (as defined in and pursuant to Regulation S of the Securities Act ("Regulation S")) to non-"U.S. Persons" (as defined in Regulation S). In the United States, the New Shares will be offered only in private placement transactions, which are exempt from the registration requirements of the Securities Act, and to QIBs which, in each case, executed and delivered a U.S. investor representation letter.
The private placement will commence immediately after the publication of this announcement and is expected to end tomorrow prior to the start of trading in Germany, or, as the case may be, at short notice at any time before. The placement price of the New Shares will be determined in the accelerated bookbuilding process and is expected to be published directly after the private placement.
Following the private placement, the Company will be subject to a three-months lock-up, i.e. an obligation not to, inter alia, issue further shares or financial instruments convertible into shares or to conduct a further capital increase, subject to customary market conditions and exemptions.
The Company expects the implementation of the Capital Increase to be registered with the Commercial Register of the Local Court of Frankfurt am Main on 8 July 2020. Admission of the New Shares for trading in the regulated market of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment thereof with additional post-admission obligations (Prime Standard) is expected to take place without prospectus on 8 July 2020. The New Shares are expected to be included in the existing listing of the Company's shares on 9 July 2020.
MainFirst Bank will act as as Sole Global Coordinator and Sole Bookrunner for the transaction.
Important note
This announcement constitutes neither an offer nor a solicitation to purchase or subscribe for securities of the Company.
This announcement is not intended for distribution, directly or indirectly, in or into the United States or within the United States (including its territories and possessions, any state or District of Columbia) and may not be distributed to U.S. Persons or publications with a general circulation in the United States. This announcement does not constitute or form part of any offer to sell or the solicitation of an offer to purchase or subscribe for any securities in the United States. The New Shares are not and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration under the Securities Act. The Company does not intend to conduct a public offering of New Shares in the United States.
Accordingly, save for certain limited exceptions at the discretion of the Company, the New Shares are being offered and sold by the Company only outside the United States in "offshore transactions" (as defined in and pursuant to Regulation S) under the Securities Act to non-U.S.Persons. The Company has not been, and will not be, registered under the Investment Company Act, and subscribers for the New Shares will not be entitled to the benefits of the Investment Company Act. The Company has not undertaken an analysis to determine whether or not the Company will be treated as a "passive foreign investment company" (as such term is defined in the Internal Revenue Code of 1986) (a "PFIC") for U.S. federal income tax purposes for the current year or in the future. The Company may be considered a PFIC if an assessment were to be undertaken, for the current year and in the future, and any such characterisation could result in adverse US federal income tax consequences for any U.S. taxpayer.
The New Shares referred to in this announcement will not be offered or sold in Canada, Australia or Japan, or to or for the account of persons resident in Canada, Australia or Japan. No action has been taken to offer, acquire or distribute the New Shares in any jurisdiction where this is not permitted.
This release contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the Company's management and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied. Actual results, results or events could differ materially from those described herein due to factors affecting the Company, including, but not limited to, changes in the general economic environment or competitive situation, capital market risks, foreign exchange rate fluctuations and competition from other companies, and changes in foreign or domestic laws or regulations, including, but not limited to, the tax environment. The Company assumes no obligation to update any forward-looking statements.