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DGAP-Adhoc: Catalis SE: New Major Shareholder - Catalis SE issues Convertible Loan Note - Resignations and Temporary Appointment of new Non-Executive Board Members

May 7, 2014

Catalis SE / Key word(s): Miscellaneous 07.05.2014 16:33 Dissemination of an Ad hoc announcement according to 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad Hoc News: New Major Shareholder - Catalis SE issues Convertible Loan Note - Resignations and Temporary Appointment of new Non-Executive Board Members LA Waalre, May 7, 2014 - The previous major shareholder Navigator Equity Solution SE, situated in the Netherlands, today announced that it has concluded a sale and transfer contract with Leo Capital 1 LLP, a limited liability partnership wholly owned by funds managed by Vespa Capital (UK). The subject-matter of the contract is the sale of Catalis SE shares and share options. The transfer agreement includes all thitherto held 832,968 Catalis shares as well as the 1,000,000 Catalis share options, according to Navigator's notification. Therefore the following current Non-Executive Board members of Catalis SE, Mr. Robert KÄß, Mr. Michael Hasenstab and Mr. Jens Bodenkamp, resign as Members of the Board with immediate effect. The cost of EUR 0.56 million attributable to the termination results from the prepayment of service contracts. Future earnings therefore will be increased by the same amount. To reflect the new shareholder structure of Catalis SE. Mr. Nigel Hammond and Mr. Tom Chaloner, both representing Vespa Capital, are nominated as provisional Non-Executive Board Members of Catalis SE on a preliminary basis until the next general meeting. The board of Catalis unanimously recommends the appointment of Mr. Nigel Hammond, British citizen, and Mr. Tom Chaloner, British citizen, as board members to the extraordinary general meeting which is due to take place in June 2014. Nigel Hammond, Founder Partner, Vespa Capita commented:'Under the leadership of Dominic Wheatley, who was appointed CEO of Catalis in early 2012, the company has come through a turbulent time and is well positioned for further profitable growth. Dominic has assembled a first class team and we look forward to working with them and to help them take the business forward. ' In addition, the Board of Directors resolved today to offer under the terms of a private placement unsecured convertible loan notes with a principal nominal value of EUR 2,000,000 and a final maturity on March 31st, 2019 to Leo Capital 1 LLP, a limited liability partnership wholly owned by funds managed by Vespa Capital (UK). Following the approval by the shareholders of the necessary exclusion of pre-emptive rights in the next general meeting of the Company, the loan notes will be initially convertible into 1,000,000 new, ordinary bearer shares of Catalis SE. The convertible loan note will be issued at 100% of their nominal value with a denomination of EUR 1.00 per note and, unless previously converted, repurchased or redeemed, will be redeemed at par at maturity. The convertible loan notes will be offered with an annual interest rate of 10.00% and with a conversion price of EUR 2.00 per share. There are no plans for stock exchange trading of the convertible loan notes. Brokerage and legal fees related to this transaction amount to EUR 0.29 million. Due to the costs of this transaction mentioned above, a one - time cost effect of approx. EUR 0.85 million will be taken in 2014. Therefore, the Catalis operating result for 2014 is expected to amount to about EUR 1.65 million, in contrast to the guidance given in February due to the one- time adjustments. The revenue forecast of EUR 31.5 million for the year 2014 stays unchanged. Catalis SE intends to use the proceeds from the convertible loan notes to finance further organic growth of the Group. Dominic Wheatley, CEO of Catalis commented: 'I would very much like to welcome Nigel and Tom both as proposed board members and as representatives of our new major shareholder. This marks another new chapter in the company's progress from difficult times in 2012 to the brighter future ahead.' For further information on Catalis SE and its wholly owned subsidiaries, Testronic Labs and Kuju, please refer to www.catalisgroup.com, www.testroniclabs.com and www.kuju.com. For further questions please contact our Investor Relations team directly: Catalis SE Investor Relations Team t: +49 89 24 41 18 - 223 f: +49 89 24 41 18 - 228 info@catalisgroup.com About Catalis SE: Catalis is a worldwide leading outsourcing provider focusing on high-end technical services relating to the creation of digital content for the film, video games and software industries. Catalis offers both testing and development services. It operates through its wholly-owned subsidiaries Testronic Labs and Kuju from eight locations throughout the US, the UK, Poland, Belgium and the Netherlands. 07.05.2014 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Catalis SE Geldropseweg 26-28 5611 SJ Eindhoven Netherlands Phone: +31 (0)40 2135930 Fax: +31 (0)40 2135604 E-mail: info@catalisgroup.com Internet: www.catalisgroup.com ISIN: NL0010447306 WKN: A1T98Z Listed: Regulierter Markt in Frankfurt (General Standard); Freiverkehr in Berlin, DÜsseldorf, MÜnchen, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------


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Source: DGAP Ad Hoc Disclosures


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