NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

HomeToGo successfully places 53.1 million new shares from cash capital increase resulting in gross proceeds of EUR 85.0 million

Luxembourg, 13 February 2025 – HomeToGo SE (the “Company”, Frankfurt Stock Exchange: HTG) successfully placed 53,125,000 redeemable class A shares of the Company at a price of EUR 1.60 per class A share, resulting in gross proceeds of EUR 85.0 million (before deduction of commissions and expenses) by way of a private placement in the form of an accelerated bookbuild offering announced on 12 February 2025.

To implement the private placement, the management board of HomeToGo SE, with the consent of the supervisory board, will increase HomeToGo SE's share capital against cash contributions within the limits of the Company’s authorized capital and without reserving preferential rights to subscribe for such shares for the existing shareholders of the Company from EUR 2,441,068.45 by EUR 1,020,000 to EUR 3,461,068.45 ("Capital Increase") by issuing 53,125,000 new redeemable class A shares without nominal value ("New Shares"), representing approximately 41.8% of HomeToGo SE's current share capital.

The net proceeds from the Capital Increase will be used to partially finance the previously announced acquisition of Interhome, with the remainder of the purchase price to be funded through a senior debt facility and available net cash. Closing of the transaction is expected to take place in the first half of 2025, subject to regulatory approvals as well as other customary conditions.

The New Shares are expected to be included in the existing listing of HomeToGo SE's shares on the regulated market of the Frankfurt Stock Exchange (Prime Standard) on the basis of an exemption document prepared by HomeToGo SE. Admission to trading of the New Shares is expected to occur on 17 February 2025. Introduction to trading  and delivery of the New Shares are expected to occur on 18 February 2025.

Investor Relations Contact
Sebastian Grabert, CFA
+49 157 501 63731
IR@hometogo.com 

Important Notice

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.

Forward-Looking Statements

Certain statements contained in this announcement may constitute “forward-looking statements” that involve a number of risks and uncertainties. Forward-looking statements are generally identifiable by the use of the words “may”, “will”, “should”, “plan”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “goal” or “target” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions, forecasts, estimates, projections, opinions or plans that are inherently subject to significant risks, as well as uncertainties and contingencies that are subject to change. No representation is made or will be made by HomeToGo SE that any forward-looking statement will be achieved or will prove to be correct. The actual future business, financial position, results of operations and prospects may differ materially from those projected or forecast in the forward-looking statements. Neither HomeToGo SE nor any of its affiliates assume any obligation to update, and do not expect to publicly update, or publicly revise, any forward-looking statements or other information contained in this announcement, whether as a result of new information, future events or otherwise, except as otherwise required by law.