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    16.05.2025

    NOVUM: ADVANT Beiten Advises Philomaxcap AG on the Listing of New Shares without a Prospectus on the Frankfurt Stock Exchange

    Press Releases

    Munich, 16 May 2025 - The international law firm ADVANT Beiten has provided comprehensive legal advice to Philomaxcap AG on the listing of 93,326,847 new shares on the Frankfurt Stock Exchange from a capital increase against contributions in kind and cash. 

    The new exemptions of the EU Prospectus Regulation, which has been amended since 4 December 2024, were applied for the first time in the admission to trading on the Frankfurt Stock Exchange: The admission of the new shares of Philomaxcap AG was completed without the publication of a prospectus only with the filing and publication of an 11-page admission document. (In accordance with Article 1(5), subparagraph 1(ba) and subparagraph 3 of Regulation (EU) 2017/1129 as amended by Regulation (EU) 2024/2809 and Annex IX). 

    In this context, the team led by the two partners Dr Dirk Tuttlies and Rainer Süßmann examined in particular the question of whether shares from a non-cash capital increase, i.e. a contribution in kind, could possibly be classified as a public exchange offer. In addition, the filing of the admission document, which replaces the previously customary prospectus, had to be coordinated with BaFin, the German Federal Financial Supervisory Authority and the Frankfurt Stock Exchange. For both institutions, the application of the now valid exemptions of the EU Prospectus Regulation was the first case of application.

    The listing of the new shares on the Frankfurt Stock Exchange was preceded by a successful capital increase with the acquisition of GenH2Corp. This strategic measure led to an increase in share capital from EUR 17 million to over EUR 110 million and was made possible by the issue of around 93 million new shares.

    Philomaxcap AG, domiciled in Munich, is a holding company focussing on the hydrogen industry which offers services for existing and future investments. The admission of the new shares from the previous acquisition of GenH2Corp, a US company specialising in liquid hydrogen technology and equipment, ideally complements Philomaxcap's portfolio.

    Advisor to Philomaxcap AG on Admission of the New Shares:

    ADVANT Beiten: Dr Dirk Tuttlies (Munich), Rainer Süßmann (Frankfurt, both Banking/ Capital Markets)

     

    Public Relations
    Frauke Reuther
    Manager Kommunikation
    ADVANT Beiten
    +49 (69) 75 60 95 - 570
    frauke.reuther@advant-beiten.com

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