DISCLOSURE OF INSIDE INFORMATION ACC. TO ARTICLE 17 MAR
THE INFORMATION CONTAINED IN THIS DISCLOSURE IS NOT INTENDED FOR PUBLICATION OR DISSEMINATION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR OTHER JURISDICTIONS IN WHICH ITS DISTRIBUTION OR DISCLOSURE WOULD BE UNLAWFUL.
MPC Münchmeyer Petersen Capital AG resolves capital increase
Hamburg, 1 March 2018 - The Management Board of MPC Münchmeyer Petersen Capital AG ("MPC Capital AG" or the "Company", ISIN DE000A1TNWJ4) has today resolved a capital increase with the approval of the Supervisory Board. Making partial use of the Authorised Capital 2017, the share capital of MPC Capital AG is to be increased by a nominal of up to EUR 3,042,790.00, excluding the subscription rights of the shareholders according to Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG). This corresponds to up to 10% of the previous share capital. The capital will be increased by issuing up to 3,042,790 new ordinary bearer shares with no par value (Stückaktien), each such share representing a notional interest in the share capital of EUR 1.00 (the "New Shares"), against cash contributions. Upon implementation of the capital increase, the share capital of the Company will therefore increase from currently EUR 30,427,916.00 to up to EUR 33,470,706.00.
The New Shares are to be offered by Joh. Berenberg Gossler & Co. KG ("Berenberg") in an accelerated bookbuilding by way of a private placement to qualified investors within the meaning of Section 2 No. 6 of the German Securities Prospectus Act (WpPG) outside the United States, subject to Rule 903 or Rule 904 of Regulation S of the U.S. Securities Act of 1933, as amended respectively ("Securities Act") as well as to qualified institutional buyers (QIBs) in the United States as defined in Rule 144A of the Securities Act, without a prospectus at a placement price that is not significantly below the market price of the shares of the Company. The bookbuilding process commences today and is expected to be completed on 2 March 2018. Following this, MPC Capital AG will fix the placement price of the New Shares.
The New Shares are to be admitted to trading in the existing listing in the Open Market (Scale) of the Frankfurt Stock Exchange, without the requirement of a prospectus. The New Shares will carry full dividend rights as from 1 January 2017.
MPC Capital AG has agreed on a six-months lock-up with Berenberg with customary exceptions. The first day of trading of the New Shares is expected to be 5 March 2018.
Contact and disclosing person pursuant to Article 17 of MAR
- Issuance of up to 3,042,790 new shares (representing up to 10% of share capital) via accelerated bookbuilding
- Net proceeds to be used primarily for new co-investments in the Real Estate, Shipping and Infrastructure areas
MPC Capital AG
Head of Investor Relations & Public Relations
Tel. +49 40 38022-4347
Explanatory remarks as addition to the Ad hoc announcement
The net proceeds from the capital increase are intended to be used primarily to finance the further growth of the Company.
In conjunction with new investments in tangible assets, further equity co-investments are planned. In order to keep its interests in line with those of the investors and participate in the upside potential of those investments, the MPC Capital Group contributes up to 10% of a project's equity by way of a co-investment.
Over the next few months, the well-filled product pipeline involves co-investments amounting to around EUR 30 million, with an average co-investment equity share of 5%, reflecting the "asset light" investment strategy of MPC Capital AG. The total project volume therefore totals approx. EUR 1.2 billion.
Of the around EUR 30 million co-investments planned for 2018, MPC Capital already committed for approx. EUR 19 million.
The product pipeline is spread across Real Estate (65%), Infrastructure (25%) and Shipping (10%), which the Company believes should support the sustained, profitable growth of the MPC Capital Group.
The focus is on investments in the Europe-wide expansion of the micro-living platform and the Dutch development project "Bajes Kwartier". In September 2017, the Dutch subsidiary of MPC Capital AG successfully bid for the contract for the revitalisation of a real estate site in Amsterdam.
MPC Capital AG sees further potential in the expansion of the platform for renewable energies in the CARICOM region as well as in green and brown field industrial opportunities.
MPC Capital AG has identified a number of suitable investment targets for a co-investment in the container and bulk carrier segments.
All in all, as a reliable partner for co-investments, the MPC Capital Group is on a solid growth trajectory, with a firm investment pipeline. In addition to currently available liquid funds of EUR 28.9 million (balance sheet date 31 December 2017), MPC Capital AG intends to use the capital increase to finance the new investments, secure fresh financial resources and flexibility for the further growth financing of the MPC Capital Group.
About MPC Capital AG
MPC Capital AG is an internationally active asset and investment manager specialising in real asset investments. Together with its subsidiaries, the company develops and manages investment products for international institutional investors, family offices and professional investors. Its focus is on the asset categories Real Estate, Shipping and Infrastructure. MPC Capital AG has been quoted on the stock exchange since 2000 and has around 260 employees group-wide.
This release is for information only and does not constitute an offer to purchase, sell, exchange or transfer any securities or a solicitation to submit an offer to purchase securities of MPC Münchmeyer Petersen Capital AG ("MPC Capital AG") in the United States or any other jurisdiction. The securities of MPC Capital AG referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may only be sold or offered in the United States pursuant to an exemption from registration under the Securities Act. In the United States, the securities will be offered and sold exclusively to qualified institutional buyers as defined in Rule 144A of the Securities Act. Neither MPC Capital AG nor any other participant in the transaction described herein intends to register any securities under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States in connection with the proposals described in this announcement. The securities may not be offered in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering documents relating to the securities in such jurisdiction.
No action has been taken by MPC Capital AG, Joh. Berenberg Gossler & Co. KG ("Berenberg") or any of their respective affiliates that would permit a public offering of the securities or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. In member states of the European Economic Area ("EEA") that have implemented Directive 2003/71/EC (including all amendments, in particular Directive 2010/73/EU, the "Prospectus Directive") (the "Relevant Member States"), this announcement and any offer if made subsequently is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). Any person in the Relevant Member States who acquires the securities in any offer or to whom any offer of the securities is made (an "Investor") will be deemed to have represented and agreed that it is a Qualified Investor. Any Investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the United Kingdom and other member states (where equivalent legislation exists) for whom the Investor has authority to make decisions on a wholly discretionary basis, and not to have acquired the securities with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication of a prospectus pursuant to Article 3 of the Prospectus Directive by MPC Capital AG, Berenberg or any of their respective affiliates.
This communication contains future-related statements that are to some degree subject to risks and uncertainties. Future results may deviate considerably from those currently expected due to various risk factors and uncertainties such as changes in the business, economic and competitive situation, exchange rate fluctuations, uncertainties arising from legal disputes or investigative proceedings, and access to financial resources. MPC Capital AG assumes no responsibility whatsoever for updating the future-related statements contained in this communication.