Munich, August 08, 2019 – PCP PublicCapitalPartners AG (ISIN DE000A2DA406), listed on the Frankfurt Stock Exchange, is building up an international holding company for investments in financial service providers. Against this background, the Management Board and Supervisory Board of PCP PublicCapitalPartners AG decided today to propose the following resolutions, among others, at the Annual General Meeting, which is going to take place on September 19, 2019:
The Management Board and Supervisory Board propose to increase the Company’s share capital from currently EUR 2,397,462 by at least EUR 57,822,533 and up to a maximum of EUR 74,321,322 to at least EUR 60,219,995 and up to a maximum of EUR 76,718,784 by issuing at least 57,822,533 and up to a maximum of 74,321,322 new bearer shares. The new shares each represent a proportionate amount of the share capital of EUR 1.00 per share and are entitled to dividend as of January 1, 2019. They will be issued against contributions in kind and in cash.
57,822,533 of the new shares will be issued to MARKUS LEHNER PRIVATE EQUITY LTD. based in Valletta, Malta (MLPE) against contributions in kind. The issuing price per share is EUR 1. The statutory subscription right of shareholders is excluded. In return for the 57,822,533 new shares to be issued to MARKUS LEHNER PRIVATE EQUITY LTD, MLPE will transfer its shares in InFunTec Ltd. based in Valletta, Malta, Catana Capital GmbH based in Frankfurt am Main, Germany, and iFund Agency GmbH based in Graben-Neudorf, Germany to the company. For each case, it applies with effect from the day of the Annual General Meeting. In particular, in return for 55,816,623 new shares to be issued to MLPE, MLPE will transfer all its shares in InFunTec Ltd. representing 100 % of all shares in InFunTec Ltd. In return for 1,993,451 new shares, MLPE transfers the shares it holds in Catana Capital GmbH, which represent around 29.2 % of the share capital of Catana Capital GmbH. For 12,459 new shares, MLPE transfers its share in iFund Agency GmbH, which represents 100 % of the share capital of iFund Agency GmbH.
In addition, up to 16,498,789 bearer shares will be issued against cash contributions. They are offered to shareholders for purchase at a ratio of 1:31, with an issue price of EUR 1.00 per share. The statutory subscription right of the shareholder MLPE is excluded. Shareholder Markus Lehner has already waived the exercise of his subscription rights in advance in a legally binding manner. According to the decision of the company and Mr. Lehner, the subscription rights are to expire.
The purchase of the shares in InFunTec Ltd. represents an essential step in the implementation of the strategic reorientation of the company towards a financial services holding, initiated by the company’s management. Through its 100% shareholding in InFunTec Ltd., the company can take a significant influence on the development of the company specializing in the fund business. At the same time, the company acquires an operating business that already has many years of established expertise in fund initiation. Gleichzeitig erwirbt die Gesellschaft damit ein operativ tätiges Unternehmen, welches bereits über langjähriges und bewährtes Know-How im Bereich der Fondsinitiierung verfügt.
Furthermore, a suggestion will be made to the general meeting to change the company’s name to LEHNER INVESTMENTS AG.
Disclaimer: This publication and the information contained herein is for information purposes only and does not constitute a brochure nor does it constitute an offer to sell securities of PCP PublicCapitalPartners AG or a request to submit an offer to purchase securities in the United States of America, Canada, Japan or Australia. This announcement and the information contained herein may not be distributed, published or communicated to or within the United States of America, Canada, Japan or Australia, neither directly nor indirectly. Shares may only be offered in the United States of America after prior registration under the U.S. Securities Act of 1933 in the currently valid version. They can only be sold or offered for sale without prior registration by virtue of an exception only. The shares of PCP PublicCapitalPartners AG are not and will not be registered under the U.S. Securities Act of 1933, as amended, nor under the securities laws of Australia, Canada or Japan, and will not be sold or offered for sale in these countries. The distribution of this communication may be subject to legal restrictions in certain countries; persons who come into possession of documents or other information mentioned herein should inform themselves about these limitations and observe them. Non-compliance with these restrictions may constitute a violation of the securities laws of these countries.