[04.06.2019] Adhoc: Staramba SE: Notification of loss pursuant to Section 92 (1) AktG; sales and EBITDA in fiscal year 2018 significantly lower than originally assumed due to treatment of token sales as advance payments received
04th June 2019
Inside information according to Article 17 MAR
Staramba SE: Notification of loss pursuant to Section 92 (1) AktG; sales and EBITDA in fiscal year 2018 significantly lower than originally assumed due to treatment of token sales as advance payments received - sales in the amount of approximately EUR 0.3 million instead of the forecast EUR 17.6 million, EBITDA EUR -11.1 million instead of EUR 5.7 million
Berlin, 04 June 2019
The Board of Directors of Staramba SE (XETRA: 99SC) has today determined, in the course of the work on the preparation of the financial statements for the 2018 financial year, that the existence of a loss of more than half of the share capital of the Company as at 31 December 2018 is to be assumed. For this reason, the Board of Directors will immediately convene an Extraordinary General Meeting and notify it of the loss of more than half of the share capital pursuant to Section 92 (1) AktG. At this Annual General Meeting, the Board of Directors will explain the situation of the company to the shareholders.
The reason for the shortfall of half of the share capital is changes to the annual financial statements as of December 31, 2018, which had to be made in the course of the preparation of the annual financial statements and which had an impact on the sales and EBITDA of the Company in fiscal year 2018. After intensive consultations with the responsible auditor and external experts, and following a reclassification under commercial law, it was decided not to immediately recognize the STARAMBA.Token sales from the ICO in fiscal year 2018 as sales. The STARAMBA.Tokens sold will be reported in the annual financial statements for the 2018 fiscal year as advance payments received and will therefore lead to a sales entry at a later date. In the press release dated February 13, 2019, reference was made to these (commercial and tax) uncertainties with respect to the token sales; in addition, the Company had already reported extensively on these concerns in its 2017 financial statements.
Based on the current state of knowledge, the Board of Directors assumes that the treatment of token sales as advance payments received will result in a reduction in the sales forecast on 13 February 2019 for the 2018 financial year from previously around EUR 17.6 million to around EUR 330,000. On this basis, STARAMBA SE closed fiscal 2018 with EBITDA of approximately EUR -11.1 million. This represents a decrease of EUR 16.8 million compared to the last forecast of approximately EUR 5.7 million.
As a result of these balance sheet adjustments, it must be assumed from the current perspective that a loss of more than half of the share capital within the meaning of Section 92 (1) AktG has occurred as of December 31, 2018.
The Board of Directors is currently examining various options for measures to strengthen equity capital in order to counter the above-mentioned situation as quickly as possible and to eliminate half of the loss of share capital.
The publication of the complete annual financial statements for the 2018 financial year is scheduled for 28 June 2019.
This publication and the information contained herein only serve information purposes and do not constitute a securities prospect and neither contain an offer to sell securities of Staramba SE nor an invitation to submit an offer to purchase securities in the United States of America, Canada, Japan or Australia. This publication and the information contained herein may not be distributed, published or transferred – be it directly or indirectly – in the United States of America, Canada, Japan or Australia. In the United States of America, securities may only be sold or offered for sale or purchase in the United States of America with prior registration under the provisions of the U. S. Securities Act of 1933, as amended, or without prior registration, only on the basis of a derogation. The shares of Staramba SE are not and will not be registered under the provisions of the U. S. Securities Act of 1933, as amended, or the securities laws of Australia, Canada or Japan and will not be offered or sold in these countries. The dissemination of this announcement may be subject to legal restrictions in certain countries; persons who obtain documents or other information mentioned herein should inform themselves of these restrictions and observe them. Failure to comply with these restrictions may constitute a violation of the securities laws of these countries.