Resolution on a capital increase with subscription rights against cash contributions

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR OTHER JURISDICTIONS WHERE SUCH A PUBLICATION COULD BE UNLAWFUL OR WHERE THE OFFER OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS

Resolution on a capital increase with subscription rights against cash contributions

Today, the managing directors of Borussia Dortmund Geschäftsführungs-GmbH in its capacity as general partner of Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien ("Company"), with the approval of the Company's supervisory board, resolved on a capital increase by using the Company's existing authorized capital.

It is intended to increase the Company's share capital from currently EUR 92,000,000.00 by issuing 18,396,220 new ordinary bearer shares with no par-value (Stückaktien) of the Company ("New Shares") by EUR 18,396,220.00 to EUR 110,396,220.00 against cash contributions ("Capital Increase"). The New Shares will be entitled to dividends as of July 1, 2020.

Subject to the approval of a securities prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) and the publication of the approved securities prospectus, the New Shares shall be offered to the existing limited liability shareholders by way of an indirect subscription right (mittelbares Bezugsrecht) during the subscription period expected to run from September 20, 2021 to October 4, 2021 (including). The subscription offer is expected to be published in the Federal Gazette (Bundesanzeiger) on September 17, 2021. The subscription price per New Share is EUR 4.70 ("Subscription Price"). The subscription ratio was set at 5:1. That means that five existing shares entitle holders to subscribe for one New Share at the Subscription Price. The Company expects to generate gross proceeds of approximately EUR 86.5 million from the Capital Increase.

Certain existing shareholders and investors undertook towards the Company to exercise their subscription rights to a certain extent and/or to purchase New Shares that were not subscribed in the subscription offer during the subscription period, in each case up to a fixed maximum number. Overall, the Company has received binding firm subscription and purchase commitments for a total of up to 2,489,360 New Shares, corresponding to gross proceeds of up to approximately EUR 11.7 million.

New Shares that remain unsubscribed during the subscription period shall be offered to selected qualified investors as part of an international private placement in accordance with the applicable securities legislation. Any New Shares, except the New Shares to be purchased pursuant to the subscription and purchase commitments or otherwise placed in the private placement, will be underwritten by the underwriting bank on a firm commitment basis at a price equal to the Subscription Price.

Subject to the approval and publication of the approved securities prospectus, the subscription rights (ISIN DE000A3E5DT0/WKN A3E 5DT) for the New Shares will be traded on the regulated market (regulierter Markt) (Xetra and Xetra Frankfurt Specialist) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in the period from September 21, 2021 up to and including September 30, 2021 (until the respective closing auction for subscription rights).

From September 20, 2021 onwards, the existing shares of the Company will be quoted as 'ex-subscription rights'. No compensation will be granted for any subscription rights not exercised. The admission of the New Shares to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) is expected to be granted on October 7, 2021. Trading of the New Shares is expected to begin on October 8, 2021.

The Company intends to use the net proceeds from the Capital Increase to repay financial liabilities and as compensation for potential losses resulting from the impact of currently unexpected further COVID-19 related measures or restrictions on the Company's business and fluctuations in the available liquidity during the business year as well as for investments in our professional Licensed Football Team.

Disclaimer

This release constitutes neither an offer to sell nor a solicitation to buy shares of the Company. A public offer of shares of the Company in Germany will be made solely on the basis of a securities prospectus to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - "BaFin"). A decision on the acquisition regarding the shares of the Company should only be made on the basis of the approved securities prospectus. The securities prospectus will be available free of charge on the website of the Company (https://aktie.bvb.de) under the "BVB Share" section.

In the member states of the European Economic Area other than Germany, this release is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market ("Prospectus Regulation").

This release may be distributed in the United Kingdom only to, and is only directed at, persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("Order"), or (ii) high net worth companies falling within Article 49(2)(a) to (d) of the Order and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). The shares of the Company are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents.

This release is not an offer of securities for sale in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ("Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of these securities in the United States.

The underwriting bank is acting exclusively for the Company and no-one else in connection with the offering of shares of the Company ("Offering"). The underwriting bank will not regard any other person as its client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Certain statements contained in this release may constitute "forward-looking statements". Forward-looking statements are based on the current views, expectations, assumptions and information of the management of the Company. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this release or the underlying assumptions. The Company does not assume any obligations to update any forward-looking statements. Moreover, it should be noted that all forward looking statements only speak as of the date of this release and that neither the Company nor the underwriting bank assume any obligation, except as required by law, to update any forward looking statement or to conform any such statement to actual events or developments.
 

Dortmund, 16. September 2021

Borussia Dortmund GmbH & Co. KGaA
Borussia Dortmund Geschäftsführungs-GmbH



Contact:
Dr. Robin Steden
Inhouse Counsel / Investor Relations