EQS Group-Ad-hoc: ASMALLWORLD AG / Key word(s): Capital Increase/Change in Forecast
ASMALLWORLD AG (SWX:ASWN) announces launch of rights offering and raises revenue guidance for 2018
Zurich, 07.12.2018 - ASMALLWORLD AG today announces the launch of a rights offering to accelerate the company's growth. The subscription period for the new 2.5M shares at a subscription price of CHF 4.00 per share will take place from December 10 to 17, 2018. Anchor investor ASW Capital AG has declared to subscribe at least 1.3M shares. At the same time, ASMALLWORLD AG raised the guidance for 2018 full-year revenue to CHF 7.8-8.2M.
ASMALLWORLD AG's shareholders' meeting of November 28, 2018 approved the creation of authorized share capital in the amount of CHF 3.5M to strengthen the balance sheet and the financial flexibility of the company. The Board of Directors decided to make use of such authorized share capital and to launch a rights offering in the amount of 2'500'000 new registered shares with a nominal value of CHF 1 each to existing shareholders. Four existing shares (held on Friday 7th of December 2018, after market close) entitle its holder to subscribe for one new registered share. The subscription price was set at CHF 4.00. The subscription period for the new registered shares begins on December 10, 2018 and lasts until December 17, 2018. The subscription rights will neither be listed nor traded and will lapse without compensation unless validly exercised during the rights exercise period. Offered shares for which subscription rights have not been validly exercised during the rights exercise period may be allocated to new or existing shareholders by the Board of Directors.
ASMALLWORLD AG plans to use the additional capital raised in this capital increase to strengthen its balance sheet after the recent acquisition of First Class & More International GmbH (FC&M), support the international expansion of its highly profitable FC&M business and allow additional flexibility for potential upcoming M&A activities.
Anchor investor ASW Capital AG remains a committed to the company's success and has already declared towards the company to subscribe at least 1.3M shares of the total 2.5M shares, by converting parts of its current loans granted to the company. A large part of these loans resulted from the acquisition of FC&M in October 2018, which was partly financed through a loan provided by ASW Capital AG.
The recently acquired First Class & More is a profitable business and is expected to generate over CHF 2.5M in free cash-flow in full-year 2018, a number expected to rise further in 2019. The acquisition thus accelerates ASMALLWORLD AG's path to profitability.
ASMALLWORLD AG also raises its revenue guidance for the full-year. The company expects consolidated revenue in 2018 to come in at CHF 7.8-8.2M, up from the previous range of CHF 7.5-8M. This revenue expectation would correspond with strong year-on-year revenue growth of 56-64% and significantly exceeds the company's 5-year guidance of 30% growth per year. This rise in expected revenue is primarily driven by the successful launch of ASMALLWORD's premium membership tiers, the expanded service business with more events and travel services, as well as the integration of newly acquired FC&M.
Jan Luescher, CEO of ASMALLWORLD AG, comments: "We are pleased with the high revenue growth we will achieve this year. On the back of this strong business momentum, we have decided to increase our capital which will enable the company to continue its impressive growth trajectory into 2019."
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any securities. Copies of this communication may not be sent or otherwise distributed in jurisdictions where this is restricted or prohibited by law. The information contained in this release does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction in which this would be contravened prior to the registration (or granting of an exemption thereof) or any other act contrary to securities laws.
This document is not for publication or distribution in the United States of America, Canada, Australia or Japan and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no offering of the securities in the United States of America.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order") or (iii) persons falling within Articles 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc." of the FSMA Order, and (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each an "EEA Member State") that has implemented Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, and together with any applicable implementing measures in any EEA Member State, the "Prospectus Directive") is only addressed to qualified investors in that EEA Member State within the meaning of the Prospectus Directive.
This document contains certain forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results, financial condition, performance or performance of the Company to be materially different from those expressed or implied in such statements become. Against the background of these uncertainties, one should not rely on such forward-looking statements. ASMALLWORLD AG assumes no obligation to update such forward-looking statements or to adapt them to future events or developments.
This press release and further information can be found at www.asmallworldag.com.
ASMALLWORLD, the world's leading lifestyle community, is a private social network that connects people with a shared passion for the good life.
Each year, ASMALLWORLD organises more than 1000 events around the world, where members can expand their private and professional networks. The ASMALLWORLD website and mobile apps offer members the opportunity to engage in discussions, obtain travel advice from the Travel Guides or other members, or meet other members whilst travelling the world. Members also enjoy exclusive privileges from international partners such as status upgrades, discounts and additional services.
Besides the global ASMALLWORLD community, Zurich-based ASMALLWORLD AG operates First Class & More, a subscription-based luxury travel community, ASW Travel AG, which provides bespoke travel arrangements for its customers, as well as The World's Finest Clubs AG, which offers its members access to the most exclusive nightlife venues around the world.
End of ad hoc announcement
|Listed:||Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt, Stuttgart, Tradegate Exchange; SIX Swiss Exchange|
|End of Announcement||EQS Group News Service|
755411 07-Dec-2018 CET/CEST