NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation – MAR).

tonies successfully places 12,000,000 new class A shares from cash capital increase with gross proceeds of EUR 60 million

Luxembourg, November 9, 2022 – tonies SE (“tonies” or the “Company”, ISIN: LU2333563281, Frankfurt Stock Exchange: TNIE) has successfully placed 12,000,000 new class A shares in the Company with institutional investors, including certain existing shareholders of the Company who had committed to participate in the placement, at a placement price of EUR 5.00 per class A share by way of an accelerated bookbuilding announced yesterday.

As a result, the Company’s share capital will be increased by approximately 10.4%, from EUR 1,837,561.38 to EUR 2,029,561.38, through the partial utilization of its authorized capital (the “Capital Increase”). Shareholders’ preferential subscription rights were excluded in accordance with the articles of association of the Company. The new class A shares will have full dividend rights for the financial year 2022.

The Company will receive gross proceeds from the Capital Increase of EUR 60 million. The net proceeds are intended to be used to build up inventory for further growth and international expansion (in particular in the US), as well as to strengthen the balance sheet.

The new class A shares will be admitted to trading without a prospectus and are expected to be included in the existing quotation for the Company’s shares in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange on or around November 11, 2022. Delivery of the new class A shares to institutional investors is expected to occur on November 11, 2022. New class A shares allocated to Investment vehicles managed and/or advised by subsidiaries of Armira Beteiligungen GmbH & Co. KG, together representing the Company’s largest shareholder, are expected to be admitted to trading and delivered around end of November.

As part of the transaction, the Company has agreed to a lock-up period of 90 days, subject to customary exceptions.

Contact:
Dr. Philipp Storm
Group General Counsel & Chief Compliance Officer

Important Notice

This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of tonies SE or of any of its subsidiaries in the United States of America, Germany, Luxembourg or any other jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act. The securities have already been sold.

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of tonies SE (“forward-looking statements”). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of tonies SE and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. Except as required under applicable law, we undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.

Information to Distributors

Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.