DGAP-News: Compleo Charging Solutions AG
/ Key word(s): Capital Increase
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Compleo takes next step towards acquisition of innogy eMobility Solutions
Subscription rights capital increase against cash contribution of up to 973,957 new shares resolved | Subscription price of EUR 56.00 per new share I Net issue proceeds intended to finance the preliminary cash purchase price of the acquisition | Proceeds also to be used for integration into the Compleo Group and further development of the product portfolio
Dortmund, November 25, 2021 - Compleo Charging Solutions AG ("Compleo" or the "Company") is moving forward with the acquisition of innogy eMobility Solutions GmbH ("ieMS") according to plan. Today, the Company's Management Board and Supervisory Board resolved a subscription rights issue against cash contribution of up to 973,957 new shares. The subscription price is EUR 56.00 per new share ("subscription price"). As far as the Company is aware, the members of the Management Board and the members of the Supervisory Board who directly or indirectly hold shares in the Company plan to exercise the respective subscription rights at least in part, and/or to participate in the rump placement. The capital increase will generate gross issue proceeds of up to approximately EUR 54.5 million for the Company. The Company plans to use the net issue proceeds in particular to finance the preliminary cash purchase price for the acquisition of ieMS, on measures for integrating it into the Compleo Group and to further develop the product portfolio. By combining Compleo's own strengths with those of wallbe GmbH (now Compleo Connect GmbH) and ieMS in the Compleo Group in the future, the Management Board intends to take the next step towards becoming a complete provider of charging technology in Europe. Berenberg is acting as Sole Global Coordinator and, together with Stifel, as Joint Bookrunners in connection with the capital increase.
"By combining the products and experience of Compleo Connect and ieMS, we will become a strong full-service provider of charging technology in Europe. Especially our area of software services will be significantly strengthened by ieMS's leading backend system," said Georg Griesemann, Co-CEO of Compleo Charging Solutions AG. The ieMS eMobility backend already networks around 200,000 charging points in around 30 countries worldwide. By acquiring ieMS, Compleo is focusing on continuity and investing in the continuation and further development of innogy hardware and software products such as the eBox family and the eOperate operator software.
Besides the reinforcement in the area of software services, Compleo also intends to assume all of innogy eMobility Solutions' European customer relationships, which will significantly expand the customer base. "We are convinced that the acquisition and integration of ieMS's European activities will be another milestone on the way to becoming one of the leading greentech companies in the European electromobility market," commented Griesemann.
Both Compleo and ieMS, based in Dortmund, Germany, are pioneers on the market, each with more than 12 years of experience in charging station technology. Compleo is gaining more than 100 additional employees with proven expertise in the areas of technology and the European e-mobility market through the acquisition. Besides the SaaS-based complete software solution "eOperate" for companies that operate charging points for their customers or employees, ieMS also offers the IT platform "eMarketplace," which connects Charge Point Operators ("CPOs") and Electric Mobility Providers ("EMPs") in the sense of an electronic marketplace. eOperate is a cloud-based, central management portal for the administration of charging points and charging processes. Various add-on products can be purchased to extend the functionality of this backend, for dynamic load management, for example. One of these add-on products, the eMarketplace, also enables the customers of an EMP to gain access to the charging points of various CPOs and thus participate in more charging opportunities across the network. Following the acquisition of wallbe GmbH (now Compleo Connect GmbH) in the first half of 2021, the acquisition of ieMS now opens the door for Compleo to enter both the SaaS-based software business and the transaction-based charging model of charging transactions.
The preliminary cash purchase price for the ieMS shares amounts to EUR 43 million and could increase by a total of EUR 16 million due to performance-based components (earn-out), which are payable in two installments and are dependent on the achievement of defined sales targets in 2022 and 2023. In addition, a payment in shares will be made through the issuance of 200,000 new Compleo shares as part of a capital increase against contributions in kind using part of the authorized capital.
ieMS is expected to have a net cash position of approximately EUR 60 million after completion of the transaction in the first half of 2022. The E.ON subsidiary innogy SE as the seller will provide ieMS with a cash amount of EUR 10 million upon completion of the transaction and is obligated to compensate ieMS for its 2021 loss under German commercial law, which is expected to be approximately EUR 50 million. In economic terms, these payments and an agreed share price of EUR 110 per Compleo share for the agreed 200,000 Compleo shares result in an expected total purchase price for ieMS of approximately EUR 21 million (enterprise value).
Compleo Charging Solutions AG
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In the member states of the European Economic Area other than Germany, this release is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market ("Prospectus Regulation").
This release may be distributed in the United Kingdom only to, and is only directed at, persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity in shares of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This release is not an offer of securities for sale in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ("Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of these securities in the United States.
Certain statements contained herein may constitute "forward-looking statements". Forward-looking statements are based on the current views, expectations, assumptions and information of the management of the Company. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this release or the underlying assumptions. The Company does not assume any obligations to update any forward-looking statements. Moreover, it should be noted that all forward looking statements only speak as of the date of this release and that neither the Company nor the Sole Global Coordinator assume any obligation, except as required by law, to update any forward looking statement or to conform any such statement to actual events or developments.
25.11.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
|Company:||Compleo Charging Solutions AG|
|Phone:||+49 231 534 923 70|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1251863|
|End of News||DGAP News Service|