Strategic investor signs options contract for SLEEPZ shares and grants SLEEPZ group transitional funding, loan waivers declared by creditors, unscheduled depreciations, notice of a loss equal to one half of the share capital
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
28th March 2018 | 10:35 p.m. (CET)
SLEEPZ AG: Strategic investor signs options contract for SLEEPZ shares and grants SLEEPZ group transitional funding, loan waivers declared by creditors, unscheduled depreciations, notice of a loss equal to one half of the share capital
Berlin, 28th March 2019 – Main shareholders of SLEEPZ AG have informed the company that they have signed options contracts for SLEEPZ shares with a strategic investor, WAOW Entrepreneurship GmbH („WAOW“). These options contracts grant WAOW the right to purchase overall up to 6.767.348 shares in SLEEPZ AG from these shareholders.
In addition, in the event that the options will be exercised, those among the selling shareholders who had granted the company loans or singed convertible loans in the convertible bond 2018/2021 issued by the company, have declared a waiver of claims on the repayment receivable from loans or convertible bonds, subject to the issuing of a debtor warrant.
In total – with these measures being implemented – SLEEPZ AG would hereby be released from EUR 5,500,000 in debt.
The aforementioned measures are subject to various contingent conditions, in particular to the provision of an exemption of WAOW from the bid obligation on the basis of the restructuring privilege pursuant to §37 of the German Securities Acquisition and Takeover Act (Wertpapierübernahmegesetz or "WpÜG") in connection with §9 section 1 number 3 WpÜG Offer Regulation (WpÜG-Angebotsverordnung), by BaFin, on the basis of a corresponding restructuring opinion.
During a transition period, WAOW will provide individual companies of SLEEPZ Group with the financing of current operating assets.
In the context of the negotiations with WAOW Group GmbH, the Management Board has decided today that sleepz Home GmbH, which SLEEPZ AG holds 92.03% of, and which is making losses, will not be continued in its current form. A buyer for this company is currently being sought. The book value of the participation in sleepz Home GmbH as well as the loans granted to sleepz Home GmbH will be written off retrospectively to 100% on the 31st December 2018, in the individual financial statement 2018 of SLEEPZ AG as well as in the group financial statement.
The unscheduled depreciations have an additional negative impact of about €2.2m on the group earnings for the financial year 2018.
In addition, the Management Board of SLEEPZ AG informs that, given these unscheduled depreciations amounting to EUR 14.177.251,27 on the individual balance sheet of SLEEPZ AG pursuant to the German Commercial Code (HGB), a loss of more than one half of the share capital of SLEEPZ AG has occurred.
Pursuant to §92, section 1 of the German Stock Corporation Act (AktG), the loss of one half of the share capital triggers the legal obligation to immediately invite the shareholders to a shareholder meeting. In this shareholder meeting, the Management Board shall disclose the loss of one half of the share capital, discuss the situation of the company and propose further measures to the shareholders. An invitation including the agenda shall be made public in due time and form.
Alexander von Tschirnhaus, Member of the Management Board, Phone: +49-30-346461597, firstname.lastname@example.org