DGAP-News: Heliocentris Energy Solutions AG resolves cash

Heliocentris Energy Solutions AG / Key word(s): Corporate Action 27.04.2015 15:31 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer / publisher is solely responsible for the content of this announcement. --------------------------------------------------------------------------- THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA. Heliocentris Energy Solutions AG resolves cash capital increase with shareholder subscription rights Berlin, 27 April 2015 - The Management Board of Heliocentris Energy Solutions AG (ISIN DE000A1MMHE3) has resolved, with the approval of the Supervisory Board, to increase the company's share capital by up to EUR3,250,289.00 by issuing up to 3,250,298 new shares against cash contributions with pre-emptive rights for existing shareholders. During the two weeks subscription period from 28 April 2015 to 12 May 2015 the new shares will be offered to existing shareholders as part of a public offer in Germany and Luxembourg by way of an indirect subscription at a subscription price of EUR5.75 per share. The subscription ratio is 7:2 (two new shares per existing seven shares). The subscription right is determined on the basis of a shareholder's share holding as of the end of today, Monday 27 April 2015. Oversubscription is possible. The subscription rights will be traded in the Entry Standard. Subscription rights not exercised within the period will expire and no compensation will be given for such unexercised subscription rights. In accordance with the Annual General Meeting's authorisation, shareholders' subscription rights to fractional amounts have been excluded. At the end of the subscription period the underwriting bank will offer any new shares that were not subscribed under the subscription offer to selected investors in Germany and outside Germany and in other jurisdictions than the United States of America, Canada, Australia, Japan and South Africa with reference to the exception of Regulation S of the U.S. Securities Act of 1933 (the "U.S. Securities Act") at a price equal or above the subscription price. The shares are offered by utilization of the existing Authorised Capital 2014/I, which was created by the Annual General Meeting's authorisation on 26 June 2014. The new shares will carry full dividend rights as of 1 January 2014. The net proceeds are used to repay liabilities and finance the further growth of Heliocentris Energy Solutions AG. In addition, the company will apply on 28 April 2015 for the existing and new shares to be admitted for trading in the regulated market (Prime Standard) as of. Ayad Abul-Ella, CEO Heliocentris Energy Solutions AG, comments: "With the upcoming capital increase and the listing upgrade to the Prime Standard, we are taking another important step with the transformation of Heliocentris into a globally recognised and successful provider of energy solutions and services in the field of distributed stationary applications. We are very proud that as of 21 April 2015 the year-to-date sales and order backlog has more than tripled compared to the previous year's period. A major goal of this capital increase is to continue to finance future growth. Over recent years, we have intensively upgraded our internal processes and solutions in order to win renowned customers such as Etisalat and Telenor. We are now very much looking forward to broadening the free float with a strong foothold of new institutional investors in the Prime Standard market segment." Further details of the capital increase can be found in the securities prospectus, which will be published today, Monday 27 April 2015, on the Heliocentris Energy Solutions AG website (http://www.heliocentris.com) following its approval by the German Federal Financial Supervisory Authority (BaFin), and the subscription offer, which is being published today in the German Federal Gazette (Bundesanzeiger). Important Notice: This document does not constitute an offer or invitation to purchase or subscribe any shares of the Company. A public offer in Germany is made exclusively on the basis of the prospectus to be approved by the German securities markets regulator Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and to be published by the Company. The prospectus will, subject to its approval, be made available on the website of the Company and will be obtainable free of charge from the Company. This release does not constitute an offer of securities for sale in the United States of America. In the United States of America, no securities may be offered or sold absent registration or inexercise of an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offer of the securities in the United States of America. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. This document is not for general publication, release or distribution in the United Kingdom and may only be distributed in the United Kingdom to persons who (i) are investment professionals falling within article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, in its current version (the "Order"), or (ii) are high net worth entities or other persons to whom it may lawfully be communicated within the meaning of article 49(2)(a) to (d) of the Order (each such person a "Relevant Person"). Anyone in the United Kingdom who is not a Relevant Person may not act on the basis of this document or its contents or rely thereon. Any investment or investment activity to which this document refers is only available to a Relevant Person and is only carried out with a Relevant Person. About Heliocentris Energy Solutions AG Heliocentris Energy Solutions AG is a leading technology provider of energy management systems and hybrid power solutions for distributed stationary industrial applications, as well as of products and solutions for education, training and applied research purposes in the field of fuel cells, solar, wind and hydrogen energy technologies. Heliocentris' energy management systems creates intelligent, remote controlled, reliable and highly efficient hybrid energy solutions from diverse components such as batteries, photovoltaic modules, conventional diesel generators and fuel cells. The solutions reduce CO2 emissions by an average of 50% and operating costs by up to 60% compared to conventional energy solutions for mobile telecommunications base stations. Heliocentris' fuel cell systems ensure uninterrupted power supply with long runtimes to critical infrastructure such as TETRA base stations, back-bone sites in mobile networks and server stations. The Company employs at present around 185 people and is headquartered in Berlin with offices in Munich, Stuttgart, Dubai, Yangon, Vancouver and Johannesburg. Heliocentris AG's shares are traded in the Entry Standard of the Frankfurt Stock Exchange under the security identification number (A1MMHE). Further information is available at www.heliocentris.com. Contact Heliocentris Energy Solutions AG Investor Relations D-12489 Berlin Rudower Chaussee 29 Tel. +49 (0)30 340 601 500 Fax +49 (0)30 340 601 599 IR@Heliocentris.com 27.04.2015 The DGAP 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: Heliocentris Energy Solutions AG Rudower Chaussee 29 12489 Berlin Germany Phone: +49 (0)30 340 601 500 Fax: +49 (0)30 340 601 599 E-mail: info@heliocentris.com Internet: www.heliocentris.com ISIN: DE000A1MMHE3 WKN: A1MMHE Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Stuttgart; Open Market (Entry Standard) in Frankfurt End of Announcement DGAP News-Service ---------------------------------------------------------------------------