EQS-Adhoc: Circus SE resolves capital increase with subscription rights of up to EUR 21.3 million from authorized capital; Preplacement successfully completed

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Circus SE resolves capital increase with subscription rights of up to EUR 21.3 million from authorized capital; Preplacement successfully completed

Hamburg, Germany, 20 March 2025 - The Board of Directors (Verwaltungsrat) of Circus SE today resolved to implement a capital increase with subscription rights. The capital increase will be effected against cash contributions by issuing up to 1,330,588 new ordinary bearer shares ("New Shares") at a placement/subscription price of EUR 16.00 per share generating up to EUR 21.3 million in gross proceeds. 

1,000,000 New Shares with a total placement amount of EUR 16 million were sold to qualified investors by means of a private Preplacement exempt from the requirements to publish a prospectus under Regulation (EU) 2017/1129. To facilitate the private Preplacement, existing shareholders of Circus SE holding in total approximately 78.63% of the share capital have undertaken to refrain from exercising their subscription rights. 

The Preplacement includes participation from newly appointed Co-CEO Claus Holst-Gydesen, alongside existing and new shareholders, including institutional investors from Europe and the United States.

The subscription period of the capital increase with subscription rights for the remaining 330,588 New Shares is expected to take place in April 2025 subject to approval and publication of the required securities information sheet (Wertpapierinformationsblatt). The shareholders that have not refrained to exercise their subscription rights will have the possibility to participate in the capital increase at a subscription ratio of 17:1 (17 old shares grant a subscription right for 1 New Share) during the subscription period on the basis of an offer document („Bezugsangebot“) published in the Federal Gazette.

The net proceeds from the capital increase shall be used to accelerate industrialization and high-volume production of its Embodied AI system CA-1 with global partners and for general corporate purposes. 

Hauck Aufhäuser Investment Banking acted as sole global coordinator and sole bookrunner of the transaction.

Important information

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities. The securities have already been sold. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent such registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. For purposes of U.S. law, the securities referred to herein are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States, only to certain non-U.S. investors pursuant to Regulation S. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities.

This release constitutes neither an offer to sell nor a solicitation to buy shares of the Company. Any subscription offer to the public in Germany in the later course of the transaction will be made solely on the basis of a securities information notice (Wertpapierinformationsblatt) which is yet to be published. The securities information notice will be published promptly upon approval (Gestattung) by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)) and will be available free of charge on the website of the Company under the investor relations section.

Contact:

Circus SE
Hongkongstrasse 6
20457 Hamburg
ir@circus-group.com

2103794  20-March-2025 CET/CEST