Hamburg, December 4, 2018. The management board of Lloyd Fonds AG (the “Company”), with approval of the supervisory board, today resolved to enter into an agreement with Lange Assets & Consulting GmbH (“Target Company”) and its shareholders regarding the (i) transfer of 90 percent of the shares in the Target Company to the Company in form of a combined cash/in kind capital contribution against the issuance of new shares in the Company and payment of an additional cash component and (ii) granting of a put option for the remaining 10 percent of the shares in the Target Company which may be exercised with effect as of January 1, 2024 (“Contribution Agreement”).
The transaction forms part of the implementation of the 2019+ strategy pursuant to which the Company intends to expand its skills in asset management for private wealthy and institutional clients as well as Family Offices.
The Company expects the total consideration comprising the total sum of the value of the new shares and the cash component to reach the upper single-digit million-euro range, whereas the Contribution Agreement provides for a minimum limit in total of EUR 4.5 million.
The closing of the Contribution Agreement is subject to certain conditions precedent, including the completion of ownership control proceedings in accordance with section 2c of the German Banking Act without prohibition by the German Federal Financial Supervisory Authority, and will not occur prior to March 31, 2019 at the earliest, whereas January 1, 2019 is intended to be the economic effective date.
In connection with the Contribution Agreement, the Company’s management board, with the approval of the supervisory board, today passed a resolution to issue new shares against contribution in kind. By making partial use of the authorized share capital 2018 according to Section 4 of the Company’s articles of association, the Company’s share capital shall be increased from EUR 10,072,306.00 to EUR 10,265,914.00 through the issuance of 193,608 new shares, whereas the subscription rights of the existing shareholders shall be excluded. The total issue amount of the new shares amounts to EUR 1,000,004.6808. This equals to EUR 5.1651 per share. The Target Company’s shareholders were admitted to subscribe to and accept the new shares. The subscribers will be required to transfer shares in the Target Company to the Company as a contribution in kind in accordance with the terms and conditions of the Contribution Agreement in the form of a combined cash/in kind capital contribution.