GREVENMACHER, LUXEMBOURG / ACCESSWIRE / January 19, 2023 / exceet Group SCA (“exceet”) at present entered right into a definitive merger settlement with APEX Nova Holding GmbH (“APEX” and along with its subsidiaries “APEX Group”) and its shareholders (“APEX Shareholders”). APEX Group is a number one developer, producer and operator of inexperienced hydrogen crops for the de-carbonization of the trade and infra construction.
Beneath the merger settlement, exceet agreed (i) to accumulate 20.8% of the APEX shares for a money consideration within the quantity of approx. EUR 25,000,000 and (ii) to change the remaining 79.2% shares in Apex for shares in exceet by the use of a contribution in form (the “Transaction”). The Transaction isn’t topic to closing situations and is predicted to finish promptly. For this function, exceet agreed to make the most of its licensed capital and improve its share capital from EUR 311,960.18 by EUR 252,424.73 to EUR 564,384.91 by issuing 16,285,467 new shares to the shareholders of APEX. As well as, and topic to an modification of the prevailing remuneration coverage, exceet agreed to undertake a long-term fairness incentive plan for the board members and key staff of the mixed group permitting for the issuance of as much as 3,640,000 inventory choices. Topic to assembly the agreed strike value and vesting situations, such program entitles the beneficiaries to subscribe to as much as 3,640,000 new shares.
For functions of the Transaction, exceet was valued with its internet money place of approx. EUR 117,100,000 (similar to EUR 5.83 per exceet share) and the APEX Group with an fairness worth of approx. EUR 120,000,000. Considering the money aspect, the Transaction values the mixed group at a pro-forma fairness worth of approx. EUR 212,100,000 (earlier than transaction prices) similar to EUR 5.83 per exceet share (on a totally diluted foundation however disregarding any inventory choices).
exceet Administration S.à r.l. and APEX imagine that the enterprise mixture with exceet will present APEX Group with an acceptable construction in addition to the required development capital to develop the mixed group into an internationally established challenge developer and operator of inexperienced hydrogen crops.
Following completion of the Transaction, the APEX Shareholders and their live performance events are planning to publish a compulsory provide for the acquisition of all excellent exceet shares. The anticipated provide value is predicted to quantity to the statutory minimal value of EUR 5.83 per exceet share. A number of bigger shareholders together with White Elephant S.à r.l., Lively Possession Investments Ltd. and the APEX Shareholders, which maintain approx. 89.00% of the share capital following the completion of the capital improve in opposition to contribution in form, undertook to not settle for the obligatory provide. The provide doc is predicted to be revealed in February 2023 as soon as approval by the German Federal Monetary Supervisory Authority ( Bundesanstalt für Finanzdienstleistungsaufsicht ) has been obtained. The overall accomplice and the supervisory board of exceet will overview the provide doc with due care and situation a reasoned opinion ( begründete Stellungnahme ) thereon.
Going ahead, APEX Group would be the sole funding focus of Exceet.
For additional info:
E mail: [email protected]
exceet Group SCA
17, rue de Flaxweiler
L-6776 Grevenmacher
Luxembourg
Telefon +352 28 38 47 20
ISIN: LU0472835155
WKN: A0YF5P
Listed: Regulated Market of the Frankfurt Inventory Change (Prime Customary)
About exceet
exceet is a listed holding firm. Following the enterprise mixture with the APEX Group, the funding focus is on growing initiatives for the decentralized provide of inexperienced hydrogen.
SOURCE: White Elephant S.à r.l.
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