cyan AG / Key word(s): Capital Increase cyan AG resolves capital increase through contributions in kind to acquire the remaining 18.29% shares of the I-New minority shareholders and loan receivables
14-Dec-2018 / 18:01 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP – a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
cyan AG resolves capital increase through contributions in kind to acquire the remaining 18.29% shares of the I-New minority shareholders and loan receivables
The Executive Board of cyan AG has decided today, with the approval of the Supervisory Board, to carry out a capital increase against a contribution in kind under exclusion of subscription rights. The aim of the measure is to offer the remaining minority shareholders of I-New Unified Mobile Solutions AG (“I-New”) after the majority takeover by cyan in July 2018 an exchange of shares for shares of cyan AG and thus to increase the holding in I-New from currently around 82% to 100%. In addition, it is planned to redeem third-parties liabilities of I-New. Accordingly, cyan decided today to increase the share capital of the company from currently 8,764,923 Euro by up to 121,021 Euro to up to 8,885,944 Euro by issuing up to 121,021 new shares at an issue price of 22.75 Euro. 94,340 shares will be offered to the minority shareholders for subscription, the remaining 26,681 shares to the remaining largest minority shareholder for the contribution of loan receivables. The new shares of cyan AG are entitled to dividends as of January 1, 2018 and will be included in trading after registration in the commercial register. It is planned that the minority shareholders of I-New agree to a voluntary self-commitment for their new shares of cyan AG not to sell the shares for a period of twelve months without cyan’s consent.
Investor Contact cyan AG Florian Rukover, Head of IR
Press Contact Frank Ostermair Better Orange IR & HV AG Tel. +49 89 88 96 906 14
Information and Explanation of the Issuer to this News:
cyan is a leading European provider of intelligent, white labeled IT security solutions with more than 15 years of experience in the area of IT security. cyan’s holding company is based in Munich, Germany. The main business areas of the company are mobile security solutions for the end customers of mobile network operators and fixed line internet service providers (MNO, ISP), mobile virtual network operators (MVNO), the insurance and financial services sector and government institutions. cyan’s solutions can easily be integrated into the existing infrastructure of business partners and introduced to the market via a revenue share model. In addition, data protection is assured through full integration into the customer’s own network environment.
cyan operates its own research and development center and maintains close links to universities, international research institutes, security, financial and social organizations. This close collaboration ensures the early recognition of trends and technical developments for integration into cyan’s products.
Further information is available at www.cyansecurity.com
This announcement does not contain or constitute an offer to sell nor a solicitation to buy or subscribe for securities.
This announcement is not a prospectus. Interested investors should make their investment decision with regard to the securities mentioned in this announcement solely on the basis of the information contained in the securities prospectus prepared by the Company in connection with the public offering of these securities (including any supplements thereto). Copies of such prospectus will, are available free of charge at the offices of cyan AG, Munich, Germany, as well as, for viewing in electronic form, on the websites of the Frankfurt Stock Exchange (http://www.boerse-frankfurt.de) and the Company.
This announcement is not an offer of securities for sale in the United States of America (the ‘United States’). Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the ‘Securities Act‘).
In the United Kingdom, this information is directed at and/or for distribution only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ‘Order‘), or (ii) high net worth companies falling within article 49(2)(a) to (d) of the order (all such persons are collectively referred to herein 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 information or any of its contents.
Subject to certain exceptions under the Securities Act, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.
14-Dec-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de