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Heliad Equity Partners GmbH & Co. KGaA resolves cash capital increase with subscription rights of up to 1,818,181 new shares (approx. 16.2 percent of share capital).

Frankfurt am Main, March 2, 2023 – The general partner of Heliad Equity Partners GmbH & Co. KGaA (ISIN: DE000A0L1NN5) (the "Company") resolved today with the consent of the Supervisory Board to carry out a capital increase against cash contribution by partially utilizing the Authorized Capital 2022 and granting shareholders subscription rights (the "Capital Increase").

In the course of the transaction, the share capital of Heliad Equity Partners GmbH & Co. KGaA will be increased by issuing up to 1,818,181 new registered shares, each such share representing a notional value of EUR 1.00, from EUR 11,216,941.00 by up to EUR 1,818,181.00 to up to EUR 13,035,122.00. The up to 1,818,181 new shares will be offered for subscription to the existing limited liability shareholders – subject to the approval of the publication of a securities information sheet by the German Federal Financial Supervisory Authority (BaFin) – by way of indirect subscription rights in accordance with Section 186 (5) of the German Stock Corporation Act (AktG) at a ratio of 25 (existing shares) to 4 (new shares) in a public offering in Germany at a subscription price of EUR 4.40 per new share. The subscription offer is expected to be published in the Federal Gazette on March 6, 2023. The subscription period is expected to run from March 7, 2023, to March 20, 2023. The new shares will carry dividend rights from January 1, 2022. The subscription right for fractional amounts will be excluded for up to 23,741 new shares.

The Company's major shareholder has announced that it will exercise its subscription rights in full and support the transaction with up to EUR 3.48 million.

Any new shares not subscribed for as a result of the subscription right will be offered following the subscription offer by way of private placement in Germany and other jurisdictions outside the United States in offshore transactions in accordance with Regulation S of the Securities Act to qualified investors at a price not lower than the subscription price. The final number of new shares will be determined by the general partner with the approval of the Supervisory Board after the expiration of the subscription period and the private placement.

The public offering will be made without a prospectus pursuant to Section 3 no. 2 of the German Securities Prospectus Act (exemption from the obligation to publish a prospectus). Shareholders and investors are therefore advised to read carefully in particular the Company's securities information sheet, which is expected to be available on March 3, 2023, on the Company's website (https://www.heliad.com) under the heading "Investor Relations", before deciding to exercise any subscription rights or to acquire or sell shares.

The new shares carry the same rights as the existing shares and are to be included without a prospectus in the existing listing on the Open Market (Freiverkehr), Scale segment, of the Frankfurt Stock Exchange (FSE). Trading is expected to commence on March 28, 2023, with delivery of the new shares scheduled for March 30, 2023.

The proceeds of the transaction will be used to further finance the investment activities.
 

About Heliad

Heliad (ISIN: DE000A0L1NN5 / Ticker: HPBK) is a listed investment company with a mission to empower both entrepreneurs and investors. The company invests in market leading, fast-growing companies across various verticals and regions to power their next phase of growth. As a listed company and through our strong team and strategic partners, Heliad can support companies pre, at and post IPO and act as a gateway to public equity capital markets.

An evergreen structure allows Heliad to act independently of usual fund lifecycles and provides shareholders with unique access to pre-IPO market returns without any restrictions or limitations in terms of investment size and term commitment. Further information about Heliad can be found under www.heliad.com.

Contact

Heliad Equity Partners GmbH & Co. KGaA
Phone: +49 69 71 91 59 65 0
E-mail: investor-relations@heliad.com

Disclaimer

This announcement is not directed to, or intended for distribution to or use by, any natural person or legal entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation of such jurisdiction or which would require any registration or licensing within such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the laws of other jurisdictions.

This announcement constitutes neither an offer to sell nor a solicitation to buy securities of the Company. A public offering of the securities in Germany will be made solely on the basis of a securities information sheet to be approved by the German Federal Financial Supervisory Authority (BaFin). An investment decision regarding the securities of the Company should only be made on the basis of such a securities information sheet. The securities information sheet will be published immediately after approval by BaFin and made available free of charge on the Company's website (www.heliad.com/investor-relations) under the heading "Investor Relations - Capital Increase".

The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act.

In member states of the European Economic Area ('EEA') and in the United Kingdom, the placement of shares described in this announcement is only directed at persons who are 'qualified investors' within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the 'Prospectus Regulation') ('Qualified Investors'), and, for the United Kingdom, as it forms part of retained EU law as defined in the EU (Withdrawal) Act 2018. In addition, in the United Kingdom, the placement of shares described in this announcement is only directed at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the 'Order'), (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (iii) other persons to whom it may otherwise be lawfully communicated; any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it.

In Member States of the European Economic Area and the United Kingdom, the placing described in this Announcement is directed only 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 14 June 2017, as amended (the "Prospectus Regulation"), in the case of the United Kingdom, as made part of its domestic law by the European Union (Withdrawal) Act 2018. In addition, in the United Kingdom, the Placing described in this announcement is directed only at persons who are (i) professional investors falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) persons falling within Article 49(2)(a) to (d) of the Order ("high net worth companies", "unincorporated associations" etc.), or (iii) other persons falling within Article 49(2)(a) to (d) of the Order ("high net worth companies", "unincorporated associations" etc.). ), or (iii) are other persons to whom this document may lawfully be distributed; all other persons in the United Kingdom should not take any decision on the basis of this document and should not act or rely on it.

The bank acting in connection with the capital increase acts exclusively for the Company and for no one else in connection with the offer of securities of the Company ("Offer"). In connection with the Offer, it will not consider anyone else as its client and will not be responsible to anyone other than the Company for providing it with the protections it provides to its clients or for providing advice in connection with the Offering, the contents of this publication or any other transaction, arrangement or other matter referred to in this publication.

Neither the Bank nor any of its officers, employees, advisors or agents assumes any responsibility or liability for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this publication (or as to the absence of information in this publication) or any other information about the Company, its subsidiaries or affiliates, whether in writing, orally or in visual or electronic form, and regardless of the means of transmission or making available, or for any loss arising out of or otherwise in connection with the use of this publication or its contents.