NEWS

Corporate News

January 31, 2024

Extension of Marlene Carl’s Management Board contract and Jan-Hendrik Mohr’s parental leave

On January 11, 2024, the company’s Supervisory Board unanimously extended the contract of CFO Marlene Carl until December 31, 2028.

Supervisory Board Chairman Dr. Mathias Saggau commented:

“Marlene has played a decisive role in shaping the professionalization and further development of the group in recent years. We are delighted that she will remain on board for the next five years and help shape our development.”

Marlene Carl adds:

“Being able to drive the company’s development as part of a great team has been a pleasure. I would like to thank the Supervisory Board for their great trust and look forward to the next chapters.”

By resolution dated January 25, 2024, the Supervisory Board agreed to Jan-Hendrik Mohr’s request to take a leave of absence from his employment contract in February 2024 to allow him to take parental leave. Jan-Hendrik Mohr will be relieved as a member of the company’s Management Board with effect from February 1, 2024 and reappointed simultaneously with effect from March 1, 2024. This procedure has been provided for by law since 2021 in order to enable family leave for board members as well. In the meantime, Marlene Carl represents the company individually; from March 1, 2024, the company will again be represented jointly by two Management Board members.

Marlene Carl and Jan-Hendrik Mohr explain jointly:

“We have been working closely together as a Management Board team since 2021 and regularly represent each other. We are pleased that our structure and processes allow for such an important time for one member of the Management Board.”

Extension of Marlene Carl's Management Board contract and Jan-Hendrik Mohr's parental leave

January 25, 2024

Capital Increase against contribution in kind from Authorized Capital resolved

As announced in the ad-hoc release of January 25, 2024, the Management Board (with the approval of the Supervisory Board) of CHAPTERS Group AG (ISIN: DE0006618309) resolved a capital increase against contribution in kind from authorized capital with the exclusion of subscription rights by issuing new shares in the amount of approx. 7.7% of the share capital.

An amount of 587,911 in new shares will be issued to the management team of Fintiba GmbH. In December 2023, CHAPTERS Group AG acquired an additional 15.1% of the shares held by the management team in Fintiba GmbH resulting in an overall ownership of 55% in the company. The consideration was partially paid in cash with the remainder being deferred as a seller loan which will now be contributed in kind.

CEO Jan Mohr: “We have been a shareholder of Fintiba GmbH since May 2021. The company has demonstrated impressive growth over the past three years and we are very excited that we were able to increase our share once again from 39.9% to now 55%. The management team of Fintiba has done an outstanding job in developing the company and we are looking forward to accompanying the growth over the next decades. We are very happy that the management team decided to contribute the seller loan in kind against CHAPTERS Group shares to participate in the long-term value creation at Fintiba and CHAPTERS Group.”

In addition, an amount of 810,602 in new shares will be issued against a contribution of shares in Software Circle plc by several existing shareholders of Software Circle plc.

Jan Mohr adds “As chairman of the board at Software Circle plc, I have accompanied the evolution of Software Circle plc into a serial acquirer of great vertical market software businesses over the past years. The team has truly transformed the company and is building a home for these businesses in the UK and Ireland. With a recent capital increase and a well-filled pipeline of additional acquisition targets, Software Circle is poised to accelerate its ambitions. CHAPTERS Group has been a minority shareholder since last year and we are very excited to increase our stake to c. 29.9% and become the largest shareholder. Software Circle plc is a fantastic addition to our existing platforms and helps us to execute on our ambition to become the best home for mission critical businesses in Europe.”

The shares in Software Circle plc have been valued at GPB 0.138 per share, in line with the current stock price.

The new shares by CHAPTERS Group AG will be issued for a price of EUR 17.61 per share, in line with the most recent capital increase placed in December 2023.

The capital increase against contribution in kind will be published in the German “Bundesanzeiger” within the next days. Registration of the new shares is expected for beginning of March 2024.

Capital Increase against contribution in kind from Authorized Capital resolved

Ad-Hoc

January 25, 2024

Capital Increase against contribution in kind from Authorized Capital resolved

Today, the Management Board (with the approval of the Supervisory Board) of CHAPTERS Group AG (ISIN: DE0006618309) resolved a capital increase from authorized capital with the exclusion of subscription rights by issuing 1,398,513 new shares against contributions in kind and making partial use of EUR 1,398,513.00 of the existing authorized capital of EUR 6,383,374.00.

The contribution in kind against 587,911 new shares relates to a loan receivable in connection with the acquisition of shares in Fintiba GmbH in December 2023, the purchase price was partly paid in cash and partly deferred as a seller loan. In addition, an amount of 810,602 new shares will be issued against a contribution of shares in Software Circle plc (ISIN: GB0009638130) by several existing shareholders of Software Circle plc.

The new shares by CHAPTERS Group AG will be issued for a price of EUR 17.61 per share, in line with the most recent capital increase placed in December 2023. The capital increase is expected to be registered in the commercial register at the beginning of March 2024, approx. four weeks after the announcement.

Subject to the registration in the Commercial Register, the share capital increases from EUR 16,499,266.00 to EUR 18,149,192.00.

Capital Increase against contribution in kind from Authorized Capital resolved

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