DGAP-Adhoc: Nexway AG decides to implement capital increase with subscription rights, appoints new CEO, makes further steps to realign its business portfolio

Inside Information pursuant to Article 17 of the Market Abuse Regulation (MAR)

Nexway decides to implement capital increase with subscription rights, appoints new CEO, makes further steps to realign its business portfolio, focusing on servicing the content streaming industry and expanding its education segment

April 24, 2020, Karlsruhe (Germany) - Today, the Management Board of Nexway AG (Ticker Symbol: NWAY, ISIN: DE000A2E3707, WKN: A2E370) with approval of the Supervisory Board has made a series of decisions all aimed at further implementing the recently disclosed new strategy to refocus the company on educational markets and concentrate its ecommerce services activities on a smaller number of high growth clients in the content streaming industry.

First, the Management Board of Nexway AG with approval of the Supervisory Board decided to implement a capital increase of the Company's share capital of currently EUR 653,765 by up to EUR 653,765 from the Authorized Capital 2015 by way of issuance of up to 653,765 new shares against cash contributions. Shareholders will be granted their statutory subscription rights at EUR 6 per share. The public offer in connection with the capital increase is to be made without a prospectus, but with a securities information sheet (Wertpapierinformationsblatt), which has been submitted for approval to the German Federal Financial Supervisory Authority (BaFin). Currently the company expects the subscription offer to start in the second half of May. Once fully placed, the total number of Nexway AG shares outstanding would increase to 1,307,530 shares outstanding, providing the company with additional equity capital of approximately EUR 3.9 million to finance its expansion going forward.

Secondly, the Management Board with approval of the Supervisory Board decided to enter into a EUR 10.2 million convertible loan agreement with an unrelated party for the period of 24 months, providing Nexway AG with an opportunity to acquire a strategic minority equity stake in a well established publicly traded content production and content streaming company of which the borrower currently holds shares. The loan is secured and generates 9% interest payable quarterly, with this interest income being more than sufficient to cover all of Nexway AG interest expenses under the recent bond issuance completed earlier this month. Nexway AG intends to convert this loan into equity of the content streaming and production company once and if it establishes a meaningful commercial business relationship with it, specifically on supporting their content streaming and other ecommerce needs. The loan also provides Nexway AG with an attractive option to acquire a new educational online platform, with this option to be executed upon completing related due diligence and definite deal documentation, subject to further decisions and approvals by the management and Supervisory Board of Nexway AG.

Lastly, in connection with the resignation of the current CEO Victor Iezuitov from the Management Board with effect of the end of 30 April 2020, the Supervisory Board decided today to appoint Aston Fallen, currently the Chairman of the Supervisory Board, as a new member of the Management Board and CEO, with this change to be effected immediately after the Nexway's AGM, which is expected to take place in the second half of June. In this context, Mr. Fallen today announced his resignation from the Supervisory Board with effect from the end of the AGM.The appointment follows the divestment of the Swiss and French ecommerce subsidiaries of Nexway AG, which had been completed and disclosed on 15 April 2020. The current COO Norman Hansen will remain a member of the Management Board.

Contact
Norman Hansen (COO)
T: +49(0)721/96458-0
E: [email protected]