EQS-Adhoc: niiio finance group AG: niiio finance group AG: Ad-hoc announcement according to Art. 17 MAR

niiio finance group AG: Ad-hoc announcement according to Art. 17 MAR

Shareholder structure change, conclusion of a Subscription and Contribution Agreement as well an Investment and Shareholders’ Agreement between inter alia niiio shareholders and funds managed by Pollen Street Capital Holdings Ltd., further acquisitions, contributions in kind, Volksbank BRAWO eG to sell all its niiio Shares to Neptune BidCo, potentially further integration steps including inter alia termination of the inclusion of niiio Shares at Düsseldorf (Primärmarkt) and Frankfurter Stock Exchanges (Quotation Board) and over-the-counter acquisitions of and/or a voluntary takeover offer for niiio Shares as well as a capital increase with simplified exclusion of subscription rights in the amount of up to 10% of the Company’s share capital

Goerlitz, 27^th October 2023

niiio finance group AG (ISIN: DE000A2G8332) ("Company") has been informed that pursuant to a Subscription and Contribution Agreement as well an Investment and Shareholders’ Agreement both today signed and both subject to certain conditions precedent, Neptune TopCo GmbH, a company indirectly owned by funds managed by Pollen Street Capital Holdings Ltd., will acquire a majority of shares in the Company (“niiio Shares”) by way of contribution of niiio Shares by current shareholders, including Deutsche Tech Ventures GmbH and Johann Horch, to Neptune TopCo GmbH ("Investment Company") in exchange for new shares in the Investment Company (“Transaction”).
The Investment Company will then, intermittently through Neptune MidCo GmbH, contribute the niiio Shares received to Neptune BidCo AG (“Neptune BidCo”) in exchange for an issue of shares at fair market value.
The Company’s shareholder Volksbank BRAWO eG will, conditional upon the closing of the Transaction, sell all its niiio Shares to Neptune BidCo.
The Company was also informed that as first integration step, all shares or interests in fundsaccess AG, FundHero S.A. and FinTecc LLC are to be acquired via Neptune BidCo and, in a further step, contributed to the Company by way of capital increases against contributions in kind, excluding the subscription rights of the Company's shareholders (“Integration”). Simultaneously, fundsaccess AG will enter into another Sale and Purchase Agreement to acquire MiFID-Recorder GmbH, which then also forms part of the new group.
The Investment Company is considering completing the Integration by inter alia termination of the inclusion of all niiio Shares at Düsseldorf (Primärmarkt) and Frankfurter Stock Exchanges (Quotation Board) (“Delisting”) and over-the-counter acquisitions of and/or voluntary takeover for niiio Shares as well as a capital increase with simplified exclusion of subscription rights in the amount of up to 10% of the Company’s share capital.

Contact:
Johann Horch
E-Mail: ir@niiio.finance
Phone: +49 35 81 / 374 99 – 0