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tonies to launch cash capital increase targeting gross proceeds of up to 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
• Up to EUR 38 million of overall gross proceeds are fully committed by a number of the Company’s existing larger shareholders, including its major shareholder Armira

LUXEMBOURG, November 8, 2022 – Today, the management board of tonies SE (“tonies” or the “Company”, ISIN: LU2333563281, Frankfurt Stock Exchange: TNIE), with the approval of the supervisory board, resolved to launch a capital increase from the Company’s authorised capital against cash contributions by way of a private placement to institutional investors. In accordance with the Company’s articles of association, shareholders’ preferential subscription rights were excluded.

Investment vehicles managed and/or advised by subsidiaries of Armira Beteiligungen GmbH & Co. KG, together representing the Company’s largest shareholder, have confirmed their ongoing support of the Company and committed, subject to certain conditions, to participate in the capital increase by subscribing to new class A shares in the size of up to EUR 30 million at the placement price. Subject to certain take-up and pricing conditions, two other larger existing shareholders have confirmed additional commitments in the aggregate size of EUR 8 million at the placement price. Furthermore, a new long-term investor has committed to participate in the size of up to EUR 20 million at the placement price (subject to certain pricing conditions).  

Marcus Stahl, Co-Founder and Co-CEO, says: "We are humbled by the strong support of our largest shareholders of which several have already committed to participate in the envisaged capital increase. With this capital increase, we are inviting other existing and also new investors to join our path to profitable growth. We will use the proceeds of the capital increase mainly to bolster our inventory, which will support our strong growth path – especially in the US – as well as better margins in the coming years.”

Through the issuance of new class A shares in dematerialized form, each with full dividend rights for the financial year 2022, the Company is targeting total gross proceeds of up to EUR 60 million. The number of class A shares to be issued and the placement price per new class A share will be determined on the basis of an accelerated bookbuilding process.

The Company intends to use the net proceeds from the capital increase to build up inventory for further growth and international expansion (in particular in the US), as well as to strengthen the balance sheet. The Company has already seen its share of revenues outside the DACH region increase from 12% in the nine months ended September 30, 2021 to 29% in the nine months ended September 30, 2022 and expects the intended investments to fuel momentum of this ongoing successful international expansion with a focus on the US market and to help replicate the profitable DACH business model.

In this context, subject to the successful completion of the envisaged capital increase and the further macroeconomic developments, the Company’s management team intends not to exercise the existing EUR 20 million upsize option (expiring on December 15, 2022) of its existing convertible bond.

The new 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.

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

The order book is expected to close on November 9, 2022 prior to the start of trading on the Frankfurt Stock Exchange, although the Company reserves the right to close the order book at any time earlier.

Berenberg is acting as Sole Global Coordinator and Sole Bookrunner for the capital increase.

About tonies

tonies is the creator and publisher of tonies®, the innovative and award-winning audio system for children aged three and up. Consisting of the Toniebox and the matching audio figurines - called Tonies - the system makes audio content touchable and enables a completely new kind of listening experience: “audio play”. Launched in 2016 in Germany, Austria, and Switzerland, tonies® is now available in twelve different countries on two continents and offers a portfolio of over 700 Tonies. tonies employs over 400 people and has been listed on the Frankfurt stock exchange through tonies SE since 2021.

Investor Relations Contact

Manuel Bösing

Head of Investor Relations

Phone: +4915157846012

Mail: ir@tonies.com

This document contains forward-looking statements

Certain statements included in this document are forward-looking statements. Forward-looking statements can typically be identified by the use of words such as "expects", "may", "will", "could", "should", "intends", "plans", "predicts", "envisages" or "anticipates" or other words of similar meaning. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the tonies SE. They are not historical or current facts, nor are they guarantees of future performance.

Disclaimer

By their nature, forward-looking statements involve several risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described in this document. These forward-looking statements speak only as of the date of this announcement. Except as required by any applicable mandatory law or regulation, the tonies SE expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in the tonies SE's expectations with regard thereto or any change in events, conditions, or circumstances on which any such forward-looking statements are based. Neither tonies SE nor any other person accepts any responsibility for the accuracy of the opinions expressed in this document or the underlying assumptions.

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. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any 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.

In the United Kingdom, this announcement is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) to whom it may otherwise be lawfully communicated (all such persons together being referred to as “Relevant Persons”). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area and the United Kingdom, the placement of securities described in this announcement (the “Placement”) is directed exclusively at persons who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

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.