Highlights following the merger:
- Increase in Net Asset Value (NAV) to c. EUR 150 million.
- Investments in some of the most promising German start-ups, including Enpal B.V. and Raisin GmbH with a cumulative NAV of c. EUR 45 million.
- More than EUR 70 million NAV in other non-publicly listed investments.
- Share of c. 4.7% in the publicly listed flatexDEGIRO AG.
- No management and performance fees; Net expense ratio to NAV of less than 2%.
- Increase in free float to c. 40% and improved corporate governance.
Frankfurt am Main, October 13, 2023 – Heliad AG (formerly FinLab AG) is pleased to announce today that the merger of Heliad Equity Partners GmbH & Co. KGaA into Heliad AG (formerly FinLab AG) has been successfully registered in the commercial register and has thus become effective. Following the registration of the merger, the planned renaming of the merged company to Heliad AG also became effective.
The operational merger of the two companies can thus be completed in the short term. The shares of the “new” Heliad AG will continue to be listed on the Frankfurt Stock Exchange (open market / MTF) under the stock ticker A7A and ISIN DE0001218063.
The merger offers considerable advantages for shareholders. On the one hand, the critical mass in- creases to c. EUR 150 million net asset value, this includes stakes in some of the most promising Ger- man start-ups – in particular Enpal and Raisin, which together represent a Net Asset Value of more than EUR 45 million. Both companies were able to close significant financing rounds despite a difficult market environment and benefit from growth trends in renewable energy and an adjusted interest rate environ- ment.
Other non-publicly listed companies in the portfolio represent more than EUR 70 million NAV and benefit from strong technology trends. Furthermore, a 4.7% stake in the publicly listed company flatexDEGIRO AG is also included in the portfolio.
Moreover, the merger strengthens governance and transparency for shareholders and increases the free float to c. 40%.
Recurring income from third-party mandates currently amounts to EUR 0.5-1 million. The optimized cost structure after the merger therefore results in a net expense ratio significantly below 2% of the current NAV. Additional fees in the form of management and performance fees do not apply.
Upcoming measures for shareholders
In order to execute the exchange of shares in Heliad Equity Partners GmbH & Co. KGaA into shares in Heliad AG (formerly FinLab AG), pursuant to the German Transformation Act and the provisions of the merger agreement, Heliad Equity Partners GmbH & Co. KGaA has appointed Berenberg Bank (Joh. Berenberg, Gossler & Co. KG) as trustee.
The existing shareholders of Heliad Equity Partners GmbH & Co. KGaA shall receive, in accordance with the provisions of the merger agreement, 5 (five) shares in Heliad AG (formerly FinLab AG) for every 12 (twelve) shares in Heliad Equity Partners GmbH & Co. KGaA. The exchange is executed by granting the existing shareholders partial rights to new shares in Heliad AG (formerly FinLab AG) in accordance with the exchange ratio. Each partial right corresponds to 5/12 of a full right to be ex- changed into a whole share in Heliad AG (formerly FinLab AG).
The conversion into the partial rights of Heliad AG (formerly FinLab AG) will be carried out directly by Clearstream Bank AG. This conversion shall take place without the involvement of the custodian banks. Based on the holdings on the “record date” October 20, 2023, in the evening, in the shares ISIN DE000A0L1NN5, the corresponding partial rights (ISIN DE000A37FTU4) to be exchanged into the new shares of Heliad AG (formerly FinLab AG) will be credited to the custodian banks on the “payment date” October 20, 2023 in the specified ratio and the holdings of the previous shares in Heliad Equity Partners GmbH & Co. KGaA (ISIN DE000A0L1NN5) will be derecognized at the same time.
The partial rights to which each depository customer is entitled will be merged into full rights and then exchanged for new shares in Heliad AG (formerly FinLab AG) (ISIN DE0001218063). This exchange process is expected to be conducted between October 23, 2023 and the beginning of November. At the end of the exchange process, some partial rights per depository customer might have not been able to be combined into full rights und consequently could not be converted into new shares. Ultimately, those remaining partial rights will be combined into full rights, the resulting shares of Heliad AG (formerly FinLab AG) are sold on the market and the proceeds are credited to the respective depository customer in accordance with the number of his partial rights.