EQS-Adhoc: Northern Data AG:

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Northern Data AG: Resolution on capital increase in kind, issue of a convertible bond and conclusion of investment agreements

Frankfurt am Main, 11. September 2023 The board of Northern Data AG (ISIN: DE000A0SMU87, Northern Data Group or the Company) decided today, with the approval of the company’s Supervisory Board, to exercise the purchase option to acquire the remaining approximately 30% of the shares in Damoon Designated Activity Company, Dublin, Ireland (Damoon) in exchange for the grant of 6,556,949 new shares (the New shares) from a capital increase in kind (the Sachcapitalincrease) and issue a mandatory convertible bond excluding the shareholders’ subscription rights with a total nominal amount of EUR 52,878,000.00 (the changebond 2023/II) whose full placement is secured through the conclusion of investment agreements.

As previously announced, Northern Data Group entered into an investment agreement on July 11, 2023 to acquire approximately 70% of Damoon. The company is now using the option granted to it in the investment agreement to acquire the remaining approximately 30% of the shares in Damoon against the issue of additional new shares. The new shares come from a capital increase in kind decided by the Executive Board with the approval of the Supervisory Board today from the Authorized Capital 2023/II approved by the company’s extraordinary general meeting on September 7, 2023 and will be issued with the exclusion of subscription rights. The new shares will be issued at a premium of approximately 5% to the volume-weighted average price of the company’s shares in XETRA trading on the Frankfurt Stock Exchange on the last 10 trading days. The implementation of the capital increase in kind is subject to the usual reservations, including the entry of the Authorized Capital 2023/II in the commercial register, which the company expects during the fourth quarter of 2023, but at the latest during the first quarter of 2024.

The convertible bond 2023/II, which the Board of Directors also decided to issue today, has a term until September 30, 2024, is divided into 52,878 partial bonds with a nominal value of EUR 1,000.00 each, and bears interest at 0.5% pa an initial conversion price of EUR 18.35 per share, initially convertible into up to 2,881,634 bearer shares of the company. The conversion price of EUR 18.35 per conversion share is approximately 5% above the volume-weighted average price of the company’s shares in XETRA trading on the Frankfurt Stock Exchange for the last 10 trading days before the day on which the Executive Board and Supervisory Board passed the resolution to issue the convertible bond 2023/II. The convertible bond 2023/II is to be serviced from the conditional capital that was decided by the company’s general meeting on September 7, 2023 under agenda item 2 (this Conditional capital 2023). The convertible bond 2023/II is subject to the entry of the conditional capital 2023 in the commercial register, which is expected by the company during the fourth quarter of 2023 at the latest.

To secure the full placement of the 2023/II convertible bond, the company will conclude investment agreements with a strategic investor and a company of the company’s sole board of directors, in which both will undertake to fully subscribe to the 2023/II convertible bond.

Important NOTE

This announcement is for informational purposes only and does not constitute an offer to sell or an invitation to purchase or subscribe to shares, convertible bonds or other securities of Northern Data AG. There will be no public announcement in connection with the issuance of the capital increase in kind and the issue of the convertible bond 2023/II Offer conducted and no prospectus published. The New Shares and the Convertible Bonds will not be registered under the provisions of the US Securities Act of 1933, as amended, or with any state securities regulatory authority in the United States of America. The Shares and the Convertible Bonds may not be offered, sold or delivered directly or indirectly in the United States of America.

Investor relations:

Jens Philipp Briemle
Head of Investor Relations
On wave 3
60322 Frankfurt am Main
Email: [email protected]
Telephone: +49 171 557 6989