Ad-hoc Announcements

Publication of inside information in accordance with Article 17 of Regulation (EU) No 596/2014

aap postpones publication of the consolidated financial statements 2023 due to staff shortages

Berlin, 17. April 2024, time: 6:25 pm

aap Implantate AG ("aap" or "Company") postpones the publication of the annual financial report for the financial year 2023 previously announced for 30 April 2024.

This postponement is due to personnel changes in the finance department, combined with a new auditing company, which led to bottlenecks that could not be absorbed in the short term despite the use of all resources. The Executive Board deeply regrets this postponement and is working on short-term solutions to deal with the work.

Due to the postponement of the publication of the financial reports, the June/July date for the Annual General Meeting may also not take place as planned. A confirmation or new date will be announced as soon as it is foreseeable when the publication of the annual and consolidated financial statements can take place and consequently when the date for the Annual General Meeting can be set. The specific date of publication will be announced in the financial calendar (available at: https://www.aap.de/investoren/termine/finanzkalender) as soon as it has been finalised.

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aap Implantate AG share (ISIN DE0005066609) - General Standard/Regulated Market - All German stock exchanges -

Mandatory convertible bond 2023/2028 of aap Implantate AG (ISIN DE0005066609) - Regulated Unofficial Market

About aap Implantate AG

aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The company develops, produces and markets products for traumatology. In addition to the innovative LOQTEQ® anatomical plate system, the IP-protected portfolio includes a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as antibacterial silver coating technology and magnesium-based implants. These technologies address critical problems in traumatology that have not yet been adequately solved. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups and group clinics, while internationally it primarily uses a broad network of distributors in around 25 countries. In the USA, the company relies on a hybrid sales strategy through its subsidiary aap Implants Inc. Sales are conducted both through distribution agents and through partnerships with global orthopedic companies. The aap Implantate AG share is listed in the General Standard of the Frankfurt Stock Exchange (XETRA: AAQ.DE). For further information, please visit our website at www.aap.de.

Forward-looking statements

This release may contain forward-looking statements that are based on the current expectations, assumptions and forecasts of the Executive Board and information currently available to it. The forward-looking statements are not to be understood as guarantees of the future developments and results mentioned therein. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual results, financial situation, development or performance of the company and the estimates given here. These factors include those that aap has described in published reports. Forward-looking statements therefore speak only as of the date on which they are made. We assume no obligation to update the forward-looking statements made in this release or to adapt them to future events or developments.

If you have any questions, please contact: aap Implantate AG; Rubino Di Girolamo; Member of the Management Board; Lorenzweg 5; 12099 Berlin

Tel.: 030/750 19 - 170; Fax: 030/750 19 - 290; E-mail: R.DiGirolamo@aap.de

Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014

The Management Board of aap Implantate AG ("Company") resolved today, with the approval of the Supervisory Board, to increase the Company's share capital against cash contributions by issuing new no-par value bearer shares with a pro rata amount of the share capital of EUR 1.00 per share of the Company ("New Shares"), making partial use of the authorized capital and excluding shareholders' subscription rights ("Capital Increase"). The capital increase will increase the company's share capital from the current EUR 8,966,474.00 by EUR 896,647.00 to EUR 9,863,121.00 by issuing 896,647 New Shares. The capital increase thus corresponds to just under 10% of the existing share capital. The New Shares will carry dividend rights from January 1, 2024. The issue price per New Share is EUR 1.10.

The capital increase serves to strengthen the company's equity base. The New Shares will be issued by way of a private placement to a selected investor. The gross issue proceeds from the capital increase amount to EUR 986,311.70.

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aap Implantate AG share (ISIN DE000A3H2101) - General Standard/Regulated Market - All German stock exchanges -

About aap Implantate AG

aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The company develops, produces and markets products for traumatology. In addition to the innovative LOQTEQ® anatomical plate system, the IP-protected portfolio includes a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as antibacterial silver coating technology and magnesium-based implants. These technologies address critical problems in traumatology that have not yet been adequately solved. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups and group clinics, while internationally it primarily uses a broad network of distributors in around 25 countries. In the USA, the company relies on a hybrid sales strategy through its subsidiary aap Implants Inc. Sales are conducted both through distribution agents and through partnerships with global orthopedic companies. The aap Implantate AG share is listed in the General Standard of the Frankfurt Stock Exchange (XETRA: AAQ.DE). For further information, please visit our website at www.aap.de.

Forward-looking statements

This release may contain forward-looking statements that are based on the current expectations, assumptions and forecasts of the Executive Board and information currently available to it. The forward-looking statements are not to be understood as guarantees of the future developments and results mentioned therein. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual results, financial situation, development or performance of the company and the estimates given here. These factors include those that aap has described in published reports. Forward-looking statements therefore speak only as of the date on which they are made. We assume no obligation to update the forward-looking statements made in this release or to adapt them to future events or developments.

If you have any questions, please contact: aap Implantate AG; Rubino Di Girolamo; Chairman of the Management Board; Lorenzweg 5; 12099 Berlin

Tel.: 030/750 19 - 170; Fax: 030/750 19 - 290; E-mail: R.DiGirolamo@aap.de

aap Implantate AG ("aap" or "Company") proposes to the creditors of the mandatory convertible bond 2023/2028 (ISIN: DE000A351ZH9 / WKN: A351ZH) traded on the open market of the Frankfurt Stock Exchange to resolve on an amendment to the terms and conditions of the bond by way of a vote without a meeting of bondholders. The amendment to the terms and conditions of the bond is intended to enable bondholders to exercise their conversion rights without further waiting.

The bond terms and conditions currently stipulate that bondholders can only exercise their conversion right (i.e. the optional conversion) from October 17, 2024. This deadline is to be eliminated without replacement by the amendments to the bond terms and conditions. In order to grant the bondholders the opportunity to elect conversion as early as possible, a period of fourteen days before May 31, 2024 for the first exercise of the conversion right is also to be provided for in the bond terms and conditions .

Bondholders may cast their votes in accordance with the formalities set out in the invitation to vote without a meeting in the period from Tuesday, March 26, 2024, to Thursday, March 28. The corresponding invitation to vote without a meeting is expected to be published on March 8, 2024 in the Federal Gazette and on the company's website under "Investors/Convertible Bond" (aap.de/investors/convertible-bond).

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aap Implantate AG share (ISIN DE0005066609) - General Standard/Regulated Market - All German stock exchanges -

Mandatory convertible bond 2023/2028 of aap Implantate AG (ISIN DE0005066609) - Regulated Unofficial Market

About aap Implantate AG

aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The company develops, produces and markets products for traumatology. In addition to the innovative LOQTEQ® anatomical plate system, the IP-protected portfolio includes a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as antibacterial silver coating technology and magnesium-based implants. These technologies address critical problems in traumatology that have not yet been adequately solved. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups and group clinics, while internationally it primarily uses a broad network of distributors in around 25 countries. In the USA, the company relies on a hybrid sales strategy through its subsidiary aap Implants Inc. Sales are conducted both through distribution agents and through partnerships with global orthopedic companies. The aap Implantate AG share is listed in the General Standard of the Frankfurt Stock Exchange (XETRA: AAQ.DE). For further information, please visit our website at www.aap.de.
 

Forward-looking statements

This release may contain forward-looking statements that are based on the current expectations, assumptions and forecasts of the Executive Board and information currently available to it. The forward-looking statements are not to be understood as guarantees of the future developments and results mentioned therein. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual results, financial situation, development or performance of the company and the estimates given here. These factors include those that aap has described in published reports. Forward-looking statements therefore speak only as of the date on which they are made. We assume no obligation to update the forward-looking statements made in this release or to adapt them to future events or developments.

If you have any questions, please contact: aap Implantate AG; Rubino Di Girolamo; Member of the Management Board; Lorenzweg 5; 12099 Berlin

Tel.: 030/750 19 - 170; Fax: 030/750 19 - 290; E-mail: R.DiGirolamo@aap.de

The Management Board of aap Implantate AG ("aap" or "Company") adjusts the forecast for sales and EBITDA for the financial year 2023. In addition, the Management Board today approved a package of measures for extensive staff reductions and further cost reductions.

The Management Board expects sales of EUR 11.2 million to EUR 11.8 million for the 2023 financial year, which is lower than the level of EUR 12.0 million to EUR 14.0 million forecast in the half-year report. The reason for this is that, on the one hand, there is a need to correct sales due to new or adjusted contractual regulations and, on the other hand, distributors are acting cautiously and, particularly in the last few months of the year, there were unexpected delays in the granting of approvals in several new international markets in which aap already has contracts with distribution partners. Originally, the company had anticipated an increase in sales development in the second half of the year compared with the first six months, particularly in the fourth quarter, from new customer business, which is now only materializing to a much lesser extent. These planned new sales will be postponed until the 2024 financial year.

The Executive Board also expects EBITDA of EUR -3.0 million to EUR -2.5 million for 2023, in contrast to the EBITDA forecast in the half-year report (EUR -2.5 million to EUR -1.7 million). In addition to one-off expenses of up to EUR 0.4 million incurred as a result of personnel measures as part of the restructuring, this is also due to lower sales.

Starting from a headcount of 103 as of November 30, 2023, aap will reduce its workforce by around 13% by the end of the current financial year in cooperation with a private-sector transfer company. The aim of the package of measures is to save more than EUR 1 million in personnel costs annually from 2024 and to achieve a positive EBITDA as well as a balanced operating cash flow (including the rental and lease payments shown in the cash flow from financing activities in accordance with IFRS 16) in the operating trauma business.





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aap Implantate AG (ISIN DE0005066609) - General Standard/Regulated Market - All German stock exchanges -

About aap Implantate AG
aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The company develops, produces and markets products for traumatology. The IP-protected portfolio includes the innovative anatomical plate system LOQTEQ® and a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as antibacterial silver coating technology and magnesium-based implants. These technologies address critical problems in traumatology that have not yet been adequately solved. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups and group clinics, while internationally it primarily uses a broad network of distributors in around 25 countries. In the USA, the company relies on a hybrid sales strategy through its subsidiary aap Implants Inc. Sales are conducted both through distribution agents and through partnerships with global orthopedic companies. The aap Implantate AG share is listed in the General Standard of the Frankfurt Stock Exchange (XETRA: AAQ.DE). For further information, please visit our website at www.aap.de.

Forward-looking statements
This release may contain forward-looking statements that are based on the current expectations, assumptions and forecasts of the Executive Board and information currently available to it. The forward-looking statements are not to be understood as guarantees of the future developments and results mentioned therein. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual results, financial situation, development or performance of the company and the estimates given here. These factors include those that aap has described in published reports. Forward-looking statements therefore speak only as of the date on which they are made. We assume no obligation to update the forward-looking statements made in this release or to adapt them to future events or developments.



Contact:
aap Implantate AG; Marek Hahn; Member of the Management Board; Lorenzweg 5; 12099 Berlin
Tel.: +49/30/750 19 - 134; Fax: +49/30/750 19 - 290; E-Mail: m.hahn@aap.de

About aap Implantate AG
aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The company develops, manufactures and markets products for traumatology. In addition to the innovative anatomical plate system LOQTEQ®, the IP-protected portfolio includes a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as antibacterial silver coating technology and magnesium-based implants. These technologies address critical problems in traumatology that have not yet been adequately solved. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups and group clinics, while at international level it primarily uses a broad network of distributors in around 25 countries. In the USA, the company relies on a hybrid sales strategy through its subsidiary aap Implants Inc. This involves sales both via distribution agents and as part of partnerships with global orthopedic companies. The aap Implantate AG share is listed in the General Standard of the Frankfurt Stock Exchange (XETRA: AAQ.DE). For further information, please visit our website at www.aap.de.

Forward-looking statements
This release may contain forward-looking statements based on current expectations, beliefs and projections of the Management Board and currently available information. The forward-looking statements are not guarantees of future performance or results. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. We assume no obligation to update the forward-looking statements made in this release or to conform them to future events or developments.



Contact:
aap Implantate AG; Marek Hahn; Member of the Management Board; Lorenzweg 5; 12099 Berlin
Tel.: 030/750 19 - 178; Fax: 030/750 19 - 290; E-mail: m.hahn@aap.de

About aap Implantate AG
aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The company develops, manufactures and markets products for traumatology. In addition to the innovative anatomical plate system LOQTEQ®, the IP-protected portfolio includes a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as antibacterial silver coating technology and magnesium-based implants. These technologies address critical problems in traumatology that have not yet been adequately solved. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups and group clinics, while at international level it primarily uses a broad network of distributors in around 25 countries. In the USA, the company relies on a hybrid sales strategy through its subsidiary aap Implants Inc. This involves sales both via distribution agents and as part of partnerships with global orthopedic companies. The aap Implantate AG share is listed in the General Standard of the Frankfurt Stock Exchange (XETRA: AAQ.DE). For further information, please visit our website at www.aap.de.

Forward-looking statements
This release may contain forward-looking statements based on current expectations, beliefs and projections of the Management Board and currently available information. The forward-looking statements are not guarantees of future performance or results. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. We assume no obligation to update the forward-looking statements made in this release or to conform them to future events or developments.



Contact:
aap Implantate AG; Marek Hahn; Member of the Management Board; Lorenzweg 5; 12099 Berlin
Phone: +49/30/750 19 - 178; Fax: +49/30/750 19 - 290; E-mail: m.hahn@aap.de

• Reduction of the share capital of the Company from EUR 8,955,849.00 by EUR 6,716,887.00 to EUR 2,238,962.00 (agenda items 7 and 8);
• Adjustment of the Company's existing conditional capital (agenda item 10);
• Authorization to issue convertible bonds, bonds with warrants, profit participation rights and/or participating bonds (or combinations of these instruments) with the option to exclude subscription rights, and creation of a new Conditional Capital 2023/I in the amount of up to EUR 375,679.00 (agenda item 11)

No resolution will therefore be passed on the above agenda items. The background to this is that individual shareholders and shareholder groups have signaled reservations about the above agenda items based on their internal Articles of Association. Otherwise, the agenda including the numbering of the agenda items remains unchanged.





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aap Implantate AG (ISIN DE0005066609) - General Standard/Regulated Market - All German Stock Exchanges -

About aap Implantate AG
aap Implantate AG is a globally active medical technology company headquartered in Berlin, Germany. The company develops, manufactures and markets products for traumatology. In addition to the innovative anatomical plate system LOQTEQ®, the IP-protected portfolio includes a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as antibacterial silver coating technology and magnesium-based implants. These technologies address critical problems in traumatology that have not yet been adequately solved. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups and group clinics, while at international level it primarily uses a broad network of distributors in around 25 countries. In the USA, the company relies on a hybrid sales strategy through its subsidiary aap Implants Inc. This involves sales both via distribution agents and as part of partnerships with global orthopedic companies. The aap Implantate AG share is listed in the General Standard of the Frankfurt Stock Exchange (XETRA: AAQ.DE). For further information, please visit our website at https://www.aap.de/.

Forward-looking statements
This release may contain forward-looking statements based on current expectations, beliefs and projections of the Management Board and currently available information. The forward-looking statements are not guarantees of future performance or results. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. We assume no obligation to update the forward-looking statements made in this release or to conform them to future events or developments.



Contact:
aap Implantate AG; Marek Hahn; Member of the Management Board/ CFO; Lorenzweg 5; 12099 Berlin
Phone: +49 (0)30 75019 - 134; Fax: +49 (0)30 75019 - 290; Email: m.hahn@aap.de

• Reduction of the share capital of the Company from currently EUR 8,955,849.00 by EUR 6,716,887.00 to EUR 2,238,962.00;
• Authorization to acquire and use treasury shares pursuant to Sec. 71 (1) No. 8 AktG (up to an arithmetical total of 10 % of the Company's capital stock);
• Adjustment of the Company's existing conditional capital;
• Authorization to issue convertible bonds, bonds with warrants, profit participation rights and/or participating bonds (or combinations of these instruments) with the option to exclude subscription rights, and creation of a new Conditional Capital 2023/I in the amount of up to EUR 375,679.00; and
• Creation of a new Authorized Capital 2023/I in the amount of EUR 1,119,481.00.

In addition, and in implementation of the requirements of the Statutory Audit Regulation (EU Regulation of June 16, 2014) on external auditor rotation, the Supervisory Board also proposes to the Annual General Meeting the election of a new auditor.

Further details and the other items to be resolved at the Annual General Meeting to be convened on July 25, 2023 can be found in the notice of the meeting, which will be published in good time on the Company's website (https://www.aap.de/) under the heading "Investors / Annual General Meeting" and in the Federal Gazette at https://www.bundesanzeiger.de/.





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aap Implantate AG (ISIN DE0005066609) - General Standard/Regulated Market - All German Stock Exchanges -

About aap Implantate AG
aap Implantate AG is a globally active medical technology company headquartered in Berlin, Germany. The company develops, manufactures and markets products for traumatology. In addition to the innovative anatomical plate system LOQTEQ®, the IP-protected portfolio includes a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as antibacterial silver coating technology and magnesium-based implants. These technologies address critical problems in traumatology that have not yet been adequately solved. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups and group clinics, while at international level it primarily uses a broad network of distributors in around 25 countries. In the USA, the company relies on a hybrid sales strategy through its subsidiary aap Implants Inc. This involves sales both via distribution agents and as part of partnerships with global orthopedic companies. The aap Implantate AG share is listed in the General Standard of the Frankfurt Stock Exchange (XETRA: AAQ.DE). For further information, please visit our website at https://www.aap.de/.

Forward-looking statements
This release may contain forward-looking statements based on current expectations, beliefs and projections of the Management Board and currently available information. The forward-looking statements are not guarantees of future performance or results. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. We assume no obligation to update the forward-looking statements made in this release or to conform them to future events or developments.



Contact:
aap Implantate AG; Marek Hahn; Member of the Management Board/ CFO; Lorenzweg 5; 12099 Berlin
Phone: +49 (0)30 75019 - 134; Fax: +49 (0)30 75019 - 290; Email: m.hahn@aap.de

About aap Implantate AG
aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The Company develops, manufactures and markets products for trauma. The IP-protected portfolio includes besides the innovative anatomical plating system LOQTEQ® a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as the antibacterial silver coating technology and magnesium-based implants. These technologies address critical and unmet needs in trauma. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups, and hospital groups, while at international level it primarily uses a broad network of distributors in around 25 countries. In the US the Company pursues a hybrid distribution strategy with its subsidiary aap Implants Inc. Distribution is carried out both through distribution agents and partnerships with global orthopedic companies. aap Implantate AG’s stock is listed in the General Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit our website at www.aap.de.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.



Contact:
aap Implantate AG; Marek Hahn; Member of the Management Board/ CFO; Lorenzweg 5; 12099 Berlin, Germany
Phone: +49 (0)30 75019 - 134; Fax: +49 (0)30 75019 - 290; Email: m.hahn@aap.de

At the present time, aap has received commitments from its shareholders to exercise subscription and oversubscription rights and commitments from new investors to subscribe for new shares in the private placement with a total volume of approx. EUR 2.9 million. This corresponds to approx. 85% of the capital increase. In order to be able to immediately deliver shares admitted to stock exchange trading to all shareholders accepting the subscription offer as well as to certain investors in the course of the rump placement, existing major shareholders will provide the Company with a sufficient number of shares already admitted to stock exchange trading from their existing holdings by way of a securities loan. In addition, the future holders of non-admitted new shares have submitted to a lock-up commitment from the date of signing of a corresponding lock-up commitment agreement until the end of a period of six months after admission of the portion of the new shares to be admitted in November 2023.

The issue proceeds from the transaction are used to strengthen aap’s liquidity base.

The new shares will be offered to the shareholders of aap for subscription by way of an indirect subscription right during a subscription period. The subscription period is expected to start on 28 February 2023 (00.00 hours CEST) and to end on 14 March 2023 (24.00 hours CEST). No trading of subscription rights will be organized and subscription rights which are not exercised will expire worthless. In addition to exercising their subscription rights, all shareholders of the Company have the option to participate in the capital increase within an oversubscription. These oversubscription rights must also be exercised during the subscription period. New shares, which are not subscribed as part of the subscription offer, shall be offered to investors by means of a private placement at a price at least equaling the subscription price per new share.

The capital increase with subscription rights is accompanied by BankM AG. For further details regarding the transaction please refer to the subscription offer, which will be published before the start of the subscription period on the corporate website of the Company (https://www.aap.de/) in the section “Investors / Capital Increase” as well as in the German Federal Gazette under https://www.bundesanzeiger.de/.





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aap Implantate AG (ISIN DE0005066609) - General Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The Company develops, manufactures and markets products for trauma. The IP-protected portfolio includes besides the innovative anatomical plating system LOQTEQ® a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as the antibacterial silver coating technology and magnesium-based implants. These technologies address critical and unmet needs in trauma. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups, and hospital groups, while at international level it primarily uses a broad network of distributors in around 25 countries. In the US the Company pursues a hybrid distribution strategy with its subsidiary aap Implants Inc. Distribution is carried out both through distribution agents and partnerships with global orthopedic companies. aap Implantate AG’s stock is listed in the General Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit our website at www.aap.de.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.



Contact:
aap Implantate AG; Marek Hahn; Member of the Management Board, CFO; Lorenzweg 5; 12099 Berlin, Germany
Phone: +49 (0)30 75019 - 134; Fax: +49 (0)30 75019 - 290; Email: m.hahn@aap.de

The 596,073 new shares will be issued, excluding subscription rights, by way of a private placement against cash contributions at a price of EUR 1.99 per share. The new shares are entitled to participate in dividends as of January 1, 2022.

aap will thus receive funds of around EUR 1.2 million to strengthen its financial base.

The new shares will be subscribed by a strategic investor from the Asian region who already has business activities in the field of orthopedics. aap and the investor intend to explore various cooperation opportunities in the further course.




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aap Implantate AG (ISIN DE0005066609) - General Standard/Regulated Market - All German Stock Exchanges -
 

About aap Implantate AG

aap Implantate AG is a globally active medical technology company headquartered in Berlin, Germany. The company develops, manufactures and markets products for traumatology. In addition to the innovative anatomical plate system LOQTEQ®, the IP-protected portfolio includes a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as antibacterial silver coating technology and magnesium-based implants. These technologies address critical problems in traumatology that have not yet been adequately solved. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups and group clinics, while at international level it primarily uses a broad network of distributors in around 25 countries. In the USA, the company relies on a hybrid sales strategy through its subsidiary aap Implants Inc. This involves sales both via distribution agents and as part of partnerships with global orthopedic companies. The aap Implantate AG share is listed in the General Standard of the Frankfurt Stock Exchange (XETRA: AAQ.DE). For further information, please visit our website at https://www.aap.de.

Forward-looking statements

This release may contain forward-looking statements based on current expectations, beliefs and projections of the Management Board and currently available information. The forward-looking statements are not guarantees of future performance or results. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. We assume no obligation to update the forward-looking statements made in this release or to conform them to future events or developments.


Contact:
aap Implantate AG; Marek Hahn; Member of the Management Board, CFO; Lorenzweg 5; D-12099 Berlin
Tel.: +49/30/750 19 - 134; Fax.: +49/30/750 19 - 290; m.hahn@aap.de

Publication of inside information pursuant to Art. 17 MAR

 The Management Board of aap Implantate AG ("aap" or the "Company") is issuing an update for the second quarter of 2022 and revising its guidance for the financial year 2022 after macroeconomic conditions have not improved in the second quarter of 2022 and the general market environment in the markets relevant for aap is no longer expected to recover significantly in the short term. The main reasons for this are the persisting pandemic COVID‑19 situation, related bottlenecks in hospitals and also the increasing but still too low mobility and the changed mobility behavior of the population, which is reflected in lower case numbers compared to the pre‑COVID‑19 level. In addition, the ongoing war in Ukraine, the dynamic pressure on global supply chains that can be observed, and the general inflationary environment are generally affecting business development, which is reflected, for example, in the noticeable delayed execution of new customer contracts despite a well‑filled pipeline or in the significantly reduced willingness of aap's existing distribution partners to invest in market expansion.

The company's previous outlook for the full year 2022 from early May took into account the challenges, but also the first signs of a possible recovery. Management now expects macroeconomic challenges to last longer and be more intense than previously anticipated.

Based on preliminary figures, aap achieved sales of around EUR 2.7 million in the second quarter of 2022, which together with the sales of the first quarter results in a sales value of around EUR 5.6 million for the first half of the year. This figure is slightly below the previous year's figure (H1/2021: EUR 6.0 million) and below the expected sales level for the first half of the year based on the original sales guidance for the full year 2022 of EUR 14.0 million to EUR 16.0 million and assuming a similar distribution of sales over the individual quarters as in the previous fiscal year. According to preliminary calculations, EBITDA for the second quarter is around EUR ‑0.2 million, which together with the figure for the first quarter results in EBITDA for the first half of the year of around EUR ‑0.7 million. EBITDA for the first half of the year is thus within the expected range based on the original guidance for the full year 2022 (EUR ‑1.7 million to EUR ‑0.5 million). EBITDA in the second quarter was positively influenced by non‑recurring effects (mainly income from the COVID 19 support program Überbrückungshilfe IV and the reversal of provisions and accruals) amounting to around EUR 0.3 million.

As the company no longer assumes the general market sentiment in the markets relevant for aap to recover significantly in the short term, it is updating its guidance for the financial year 2022. The Management Board now expects a sales level of EUR 11.5 million to EUR 13.5 million (previously: EUR 14.0 million to EUR 16.0 million) and EBITDA of EUR ‑2.0 million to EUR ‑1.1 million (previously: EUR ‑1.7 million to EUR ‑0.5 million) for the financial year 2022.





----------------------------------------------------------------------------------------------------------------------------------------------------------------aap Implantate AG (ISIN DE0005066609) - General Standard/Regulated Market - All German Stock Exchanges -

About aap Implantate AG
aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The company develops, manufactures and markets products for traumatology. In addition to the innovative anatomical plate system LOQTEQ®, the IP-protected portfolio includes a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as antibacterial silver coating technology and magnesium-based implants. These technologies address critical problems in traumatology that have not yet been adequately solved. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups and group clinics, while at international level it primarily uses a broad network of distributors in around 25 countries. In the USA, the company relies on a hybrid sales strategy through its subsidiary aap Implants Inc. This involves sales both via distribution agents and as part of partnerships with global orthopedic companies. The aap Implantate AG share is listed in the General Standard of the Frankfurt Stock Exchange (XETRA: AAQ.DE). For further information, please visit our website at https://www.aap.de.

Forward-looking statements
This release may contain forward-looking statements based on current expectations, beliefs and projections of the Management Board and currently available information. The forward-looking statements are not guarantees of future performance or results. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. We assume no obligation to update the forward-looking statements made in this release or to conform them to future events or developments.



Contact:
aap Implantate AG; Marek Hahn; Member of the Management Board, CFO; Lorenzweg 5; D-12099 Berlin
Tel.: +49/30/750 19 - 134; Fax.: +49/30/750 19 - 290; m.hahn@aap.de

On 20 October 2021 the Company's Management Board therefore resolved, with the approval of the Supervisory Board of the same day, to implement the capital increase against cash contributions out of the authorized capital 2019/I with subscription and oversubscription rights of the Company's shareholders resolved by the Management Board and Supervisory Board on 27 September 2021 in full. As part of the capital increase, 1,500,000 new no-par value bearer shares in aap with a pro rata amount of the share capital of EUR 1.00 each and with dividend rights from 1 January 2021 ("New Shares") will thus be issued. All of the shares offered as part of the subscription offer were thus subscribed by shareholders or placed with investors by way of private placement.
 

The capital increase with subscription rights raises aap's share capital by EUR 1,500,000.00 from the current EUR 3,478,243.00 to EUR 4,978,243.00. The New Shares were issued at a subscription price of EUR 3.30. Consequently, the capital measure results in gross issue proceeds of EUR 4.95 million, of which the Company will receive net inflows of approximately EUR 4.8 million in the short term after deduction of consulting fees and other costs.
 

The issue proceeds from the transaction shall be used to finance the planned sales growth with a focus on the USA (especially investments in sets) and the start of the human clinical study for aap's antibacterial silver coating technology in the fourth quarter of 2021.


 

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aap Implantate AG (ISIN DE0005066609) - General Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The Company develops, manufactures and markets products for trauma. The IP-protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as the antibacterial silver coating technology and magnesium-based implants. These technologies address critical and unmet needs in trauma. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups, and hospital groups, while at international level it primarily uses a broad network of distributors in around 25 countries. In the US the Company pursues a hybrid distribution strategy with its subsidiary aap Implants Inc. Distribution is carried out both through distribution agents and partnerships with global orthopedic companies. aap Implantate AG's stock is listed in the General Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit our website at www.aap.de.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.
 

At the present time, aap has commitments from its shareholders to exercise subscription and oversubscription rights and commitments from new investors to subscribe for new shares in the private placement with a total volume of approx. EUR 2.7 million. This corresponds to approx. 54% of the capital increase.
 

The issue proceeds from the transaction shall be used to finance the planned sales growth with a focus on the USA (especially investments in sets) and the start of the human clinical study for the Company's antibacterial silver coating technology in the fourth quarter of 2021.
 

The new shares will be offered to the shareholders of aap for subscription by way of an indirect subscription right during a subscription period. The subscription period is expected to start on 4 October 2021 (00.00 hours CEST) and to end on 18 October 2021 (24.00 hours CEST). No trading of subscription rights will be organized and subscription rights which are not exercised will expire worthless. In addition to exercising their subscription rights, all shareholders of the Company have the option to participate in the capital increase within an oversubscription. These oversubscription rights must also be exercised during the subscription period. New shares, which are not subscribed as part of the subscription offer, shall be offered to investors for sale by means of a private placement at a price at least equaling the subscription price per new share.
 

The capital increase with subscription rights is accompanied by BankM AG. For further details regarding the transaction please refer to the subscription offer, which will be published before the start of the subscription period on the corporate website of the Company (https://www.aap.de/) in the section "Investors / Capital Increase" as well as in the Federal Gazette under https://www.bundesanzeiger.de/.


 

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aap Implantate AG (ISIN DE0005066609) - General Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The Company develops, manufactures and markets products for trauma. The IP-protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as the antibacterial silver coating technology and magnesium-based implants. These technologies address critical and unmet needs in trauma. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups, and hospital groups, while at international level it primarily uses a broad network of distributors in around 25 countries. In the US the Company pursues a hybrid distribution strategy with its subsidiary aap Implants Inc. Distribution is carried out both through distribution agents and partnerships with global orthopedic companies. aap Implantate AG's stock is listed in the General Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit our website at www.aap.de.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.
 

Against the backdrop of these developments, aap adjusts the outlook for the financial year 2021 and expects EBITDA in the range of EUR -2.0 million to EUR -0.7 million (previously: EUR -5.5 million to EUR -3.5 million) based on a now narrowed sales level of EUR 12.0 million to EUR 14.0 million (previously: EUR 12.0 million to EUR 15.0 million). Excluding R&D project costs for the silver coating and resorbable magnesium implant technologies, the forecast values for EBITDA are now between EUR -1.1 million and EUR +0.2 million (previously: EUR -2.8 million to EUR -0.8 million).


 

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aap Implantate AG (ISIN DE0005066609) - General Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The Company develops, manufactures and markets products for trauma. The IP-protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as the antibacterial silver coating technology and magnesium-based implants. These technologies address critical and unmet needs in trauma. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups, and hospital groups, while at international level it primarily uses a broad network of distributors in around 25 countries. In the US the Company pursues a hybrid distribution strategy with its subsidiary aap Implants Inc. Distribution is carried out both through distribution agents and partnerships with global orthopedic companies. aap Implantate AG's stock is listed in the General Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit our website at www.aap.de.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.

 

Based on the development in the first quarter, the Management Board is confident that as the COVID-19 pandemic continues to subside in conjunction with the withdrawal of the lockdown measures and thus the opening of the markets, a further dynamization of sales will occur in the coming quarters and thus positive EBITDA can be achieved in the operating trauma business for the first time since the focus on trauma. Accordingly, aap expects sales growth for the second quarter of 2021 and plans a sales level above the EUR 3 million mark (Q2/2020: EUR 1.9 million, H1/2020: EUR 4.4 million). However, based on the current order situation, this only applies under the condition that the COVID-19 pandemic continues to ease, and no additional drastic lockdown measures are imposed.
 

For a more detailed presentation of the main developments in the first quarter of 2021, aap will publish a press release in the coming days.



^[1] Gross margin = sales revenues +/- change in inventories of finished goods and work in progress less cost of materials / cost of purchased services.

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aap Implantate AG (ISIN DE0005066609) - General Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The Company develops, manufactures and markets products for trauma. The IP-protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as the antibacterial silver coating technology and magnesium-based implants. These technologies address critical and unmet needs in trauma. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups, and hospital groups, while at international level it primarily uses a broad network of distributors in around 25 countries. In the US the Company pursues a hybrid distribution strategy with its subsidiary aap Implants Inc. Distribution is carried out both through distribution agents and partnerships with global orthopedic companies. aap Implantate AG's stock is listed in the General Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit our website at www.aap.de.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.
 

aap is still undergoing a comprehensive restructuring and refinancing process to secure further financing and thus the Company's continued existence. In this context, aap was already able to make noticeable progress in restructuring in financial year 2020, which is reflected, among other things, in a significantly improved recurring EBITDA (EUR -3.4 million; +28% vs. FY/2019) despite the enormous challenges posed by the COVID 19 pandemic. This improvement was mainly achieved through dynamic sales growth in the US (+41 % vs. FY/2019), an increased gross margin and a significantly reduced cost level. In addition, the Company was able to successfully implement the first two steps of the refinancing with a capital reduction and the issue of a convertible bond in the amount of EUR 2.6 million. In addition, aap has noticeably reduced the repayment amounts for the next few years by selling off excess capacity in its machinery and has raised shareholder loans of EUR 0.4 million.
 

In the first four months of financial year 2021, the focus was again on securing the Company's future financing. Further measures were implemented to ensure the continuity of the Company and to finance the planned growth and further development of the key technologies. In this context, at the end of March 2021 aap signed a purchase agreement with a Berlin real estate company for the sale of a plot of land in Brandenburg and qualified for the first time to receive state Corona aid under the COVID 19 aid program "Überbrückungshilfe III". aap has already received funds of EUR 0.5 million from the above financing measures, and further funds of around EUR 0.4 million will flow into the Company in the short term if both financing measures are successfully completed. In addition, the Management Board is currently working on the implementation of further measures and is confident that it will be able to implement them successfully and thus secure aap's financing over the next twelve months in line with current business planning.

 

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aap Implantate AG (ISIN DE0005066609) - General Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The Company develops, manufactures and markets products for trauma. The IP-protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as the antibacterial silver coating technology and magnesium-based implants. These technologies address critical and unmet needs in trauma. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups, and hospital groups, while at international level it primarily uses a broad network of distributors in around 25 countries. In the US the Company pursues a hybrid distribution strategy with its subsidiary aap Implants Inc. Distribution is carried out both through distribution agents and partnerships with global orthopedic companies. aap Implantate AG's stock is listed in the General Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit our website at www.aap.de.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.

 

Overall, EBITDA after nine months thus amount to between EUR -4.6 million and EUR -4.4 million (previous year: EUR -4.9 million) with sales revenues of EUR 6.9 million (previous year: EUR 8.7 million) despite noticeable effects of the COVID-19 pandemic and comprehensive restructuring expenses.
 

Due to the strong earnings development in the third quarter of 2020 aap is raising its EBITDA forecast. For the financial year 2020 aap now expects EBITDA of EUR -5.9 million to EUR -4.5 million (previously EUR -6.7 million to EUR -5.5 million). From today's perspective, the Company continues to expect sales revenues in the upper half of the guidance of EUR 8 million to EUR 10 million in fiscal year 2020. The adjusted forecast assumes that there will be no comprehensive lockdown measures due to the COVID-19 pandemic in the remaining fiscal year 2020. A more detailed press release on the key developments in the third quarter and first nine months of 2020 will be issued later this week.


 

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aap Implantate AG (ISIN DE0005066609) - General Standard/Regulated Market - All German stock exchanges -

About aap Implantate AG
aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The company develops, produces and markets products for traumatology. The IP-protected portfolio includes the innovative anatomical plate system LOQTEQ(R) and a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as antibacterial silver coating technology and magnesium-based implants. These technologies address critical and as yet unsolved problems in traumatology. aap Implantate AG sells its products in Germany directly to hospitals, purchasing groups and affiliated clinics, while at international level it primarily uses a broad network of distributors in some 25 countries. In the U.S. the company and its subsidiary aap Implants Inc. are pursuing a hybrid sales strategy. Sales are made both through distribution agents and in partnership with global orthopedic companies. aap Implantate AG stock is listed in the General Standard segment of the Frankfurt Stock Exchange (XETRA: AAQ.DE). For further information please visit our website at www.aap.de.
 

Future-oriented statements
This release may contain forward-looking statements based on the current expectations, presumptions and forecasts of the Management Board and information currently available to it. The forward-looking statements are not to be understood as guarantees of the future developments and results mentioned therein. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those described by aap in published reports. Forward-looking statements therefore only apply on the day on which they are made. We assume no obligation to update the forward-looking statements made in this release or to adapt them to future events or developments.
 

For further information please contact:

The convertible bond has a term of three years, provides for an annual fixed interest rate of 6.00% and, in accordance with the bond terms and conditions, entitles to subscribe to a total of up to 1,457,608 ordinary bearer shares (no-par shares) in aap Implantate AG at an initial conversion price of EUR 1.75. The convertible bond is taken over by BankM AG, Frankfurt am Main, with the obligation to offer it to the Company's shareholders for subscription at a ratio of 22:1 (22 shares each entitle to subscribe to one convertible bond with a nominal value of EUR 1.75) at an issue price of EUR 1.75 per convertible bond within the subscription period. In this way aap Implantate AG offers its shareholders the opportunity to participate in the financing measure at an attractive discount on the anticipated future share price after the ordinary capital reduction to be resolved by the Company's (virtual) Annual General Meeting on August 7, 2020 and subsequently to be entered in the Commercial Register.
 

At the present time aap Implantate AG has obligations from among its shareholders to exercise subscription and over-subscription rights totaling EUR 1,250,000.00. This corresponds to about 50% of the convertible bond.
 

The convertible bond is an essential part of the refinancing and restructuring process currently being implemented by aap Implantate AG and serves to secure the Company's continued existence. Consequently, the issuance proceeds from the convertible bond are to be used to secure the Company's liquidity in the short term. In addition, the Management Board is currently working intensively on various other financing and cost-saving options. In particular, these include a committed interest-free loan from Investitionsbank Berlin (IBB) from the "Rescue Aid Corona Emergency Aid Package I" program, which is subject to certain challenging conditions, a possible partial sale of excess capacity of the machinery, as well as far advanced negotiations on concluding a development and supply contract with a world-leading U.S. medical technology company, which is linked to the availability of sufficient financial resources at least for the duration of the development project. At the same time, the Management Board is currently in talks about possible corporate transactions (e.g. mergers, share or asset deals and carve-outs).
 

Shareholders can exercise their subscription rights during the subscription period, which is expected to begin on August 12, 2020 (0:00 hours CEST) and is expected to end on August 26, 2020 (24:00 hours CEST). No subscription rights trading will be organized, and subscription rights not exercised will expire worthless. In addition, all shareholders of the Company have the option to acquire convertible bonds in addition to the exercise of their subscription rights in the context of an over-subscription. These over-subscription rights must also be exercised within the subscription period. Any bonds not subscribed for as a result of the subscription offer shall be offered for purchase to institutional investors in Germany and other European countries in a private placement, whereby the purchase price corresponds to the subscription price.
 

The convertible bond is accompanied by BankM AG. Further details can be taken from the subscription offer, which is expected to be published in the Federal Gazette on August 10, 2020. From that date, it will also be available on the Company's website (https://www.aap.de/) under the section "Investors / Convertible Bond".

 

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aap Implantate AG (ISIN DE0005066609) - General Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The Company develops, manufactures and markets products for trauma. The IP-protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as the antibacterial silver coating technology and magnesium-based implants. These technologies address critical and unmet needs in trauma. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups, and hospital groups, while at international level it primarily uses a broad network of distributors in around 25 countries. In the US the Company pursues a hybrid distribution strategy with its subsidiary aap Implants Inc. Distribution is carried out both through distribution agents and partnerships with global orthopedic companies. aap Implantate AG's stock is listed in the General Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit our website at www.aap.de.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.

For inquiries please contact:

aap Implantate AG ("aap" or "Company") was informed at today's balance sheet meeting that the auditor Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Hamburg, will refuse the audit opinions for the annual financial report 2019 (HGB) and the consolidated annual financial report 2019 (IFRS). The background to this is that in the auditor's view up to the time of today's balance sheet meeting no sufficient evidence could be presented that aap's financing is secured for the twelve-month period. As a result, the auditor will issue a note of refusal due to objections to the accounting on the assumption of continuation of business activity (so-called going concern). In this case too, the Supervisory Board will adopt the annual financial statements (HGB) for the 2019 financial year and approve the consolidated financial statements (IFRS) for the 2019 financial year. The publication of the annual financial report 2019 (HGB) and the consolidated annual financial report 2019 (IFRS) is scheduled for June 30, 2020.
 

aap is currently undergoing a comprehensive restructuring and refinancing process to secure the Company's continued existence and future viability. The already strained liquidity situation has been further exacerbated by the corona pandemic that has led to an enormous impairment of business operations in recent months. Against this background, the Management Board is currently intensively working on the implementation of various financing and cost-saving options. In particular, these include negotiations with the three largest shareholders on a further increase in shareholder loans after initial loans were granted in April. The three main shareholders have already given firm commitments, which are, however, subject to the condition that additional existing or new investors join and participate in the financing. In addition, the Company has received a commitment for an interest-free loan from the Investitionsbank Berlin (IBB) from the "Rescue Aid Corona Emergency Aid Package I" programme, subject to certain conditions. Furthermore, the Company is examining a partial sale of excess capacity of the machinery and is in far advanced negotiations on concluding a development and supply contract with a world-leading U.S. medical technology company. At the same time, the Management Board is currently in talks about possible corporate transactions (e.g. mergers, share or asset deals and carve-outs). If several options can be implemented, aap's financing would be secured.
 

In addition, the Company plans to propose to its shareholders at the Annual General Meeting in the second half of 2020 an ordinary capital decrease. The aim of this measure is to sustainably restructure aap at the financial level and thus to increase flexibility with regard to possible subsequent capital measures. Last but not least, the Management Board aims to reorganize the Company structurally and to align it on the three pillars of its innovative platform technologies in future. In this context, the three technologies LOQTEQ(R), antibacterial silver coating and resorbable magnesium implants shall be transferred to separate subsidiaries and managed independently under the umbrella of aap as a holding company. This makes it possible to manage the individual technologies more flexibly and in a more targeted manner and to implement the co-financing sought for the silver coating and magnesium implant technologies.
 

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aap Implantate AG (ISIN DE0005066609) - General Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The Company develops, manufactures and markets products for trauma. The IP-protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as the antibacterial silver coating technology and magnesium-based implants. These technologies address critical and unmet needs in trauma. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups, and hospital groups, while at international level it primarily uses a broad network of distributors in around 25 countries. In the US the Company pursues a hybrid distribution strategy with its subsidiary aap Implants Inc. Distribution is carried out both through distribution agents and partnerships with global orthopedic companies. aap Implantate AG's stock is listed in the General Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit our website at www.aap.de.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.


For inquiries please contact:

Starting from a headcount of 145 on February 29, 2020, aap plans to reduce its workforce by around 25% in the current financial year. The aim of the measure is to save more than EUR 1.3 million annually in personnel costs from 2021. In connection with this measure, the Company expects one-off expenses of up to EUR 0.7 million, which will have a negative impact on earnings in financial year 2020. In order to make the measure as socially acceptable as possible, the staff reduction is to be carried out in cooperation with a private transfer company.
 

The planned reduction in headcount is an essential part of the measures taken by the Management Board to reduce costs and increase efficiency. The decision was taken against the background of aap's current economic situation and to adjust to the actual market and sales situation. The aim of the personnel measure is to streamline the Company's cost structure sustainably and thereby increase efficiency and flexibility. In this connection measures such as changing the stock market listing and discontinuing parts of the standard trauma portfolio have already been implemented in the financial year 2019.
 

aap develops innovative platform technologies and products in response to unmet needs and challenges in traumatology. With its three platform technologies LOQTEQ(R) (successfully on the market since 2011), antibacterial silver coating (in approval process) and resorbable magnesium implants (in development) the Company is addressing precisely these needs.
 

aap as a development-intensive company capitalizes not only self-produced assets but also expenditure on in-house and development projects (capitalized development costs) for which there is a high probability of approval and economically successful marketing. Development projects must be recognized as assets if all six criteria of IAS 38 "Intangible Assets" are met. All six criteria apply equally to each other. Among other things, the Company must prove the availability of technical, financial and other resources to complete the intangible asset. All capitalized development projects (developed in-house and acquired) must be subjected to an annual impairment test. Any resulting impairment loss is to be recognized immediately in the income statement in the year in which it occurs as an impairment loss.
 

In the financial year 2019 aap made substantial progress in its innovative key technologies antibacterial silver coating and resorbable magnesium implants. With regard to silver coating technology the Company received, among other things, approval to conduct a human clinical study by the Federal Institute for Drugs and Medical Devices ("BfArM") and a further funding commitment of up to around EUR 2.7 million from the Federal Ministry of Education and Research ("BMBF"). In the field of resorbable magnesium implant technology, aap was able to coordinate the regulatory approval path with the U.S. Food and Drug Administration (FDA) to the greatest possible extent and in a pilot animal study with the renowned Colorado State University recorded the first very promising results.
 

Irrespective of the progress made in financial year 2019 and the measures introduced to reduce costs and improve efficiency, the Company will, at least for the foreseeable future, be dependent on further financing through equity or debt measures. In addition, against the backdrop of the ever-increasing regulatory requirements (conversion to MDR), there are increasing uncertainties with regard to the duration of the approval process and, associated therewith, the risk of the timely financing of the projects under development. In order to take appropriate account of the above mentioned risks, aap has decided after a thorough analysis under the leadership of the new CEO to make an extraordinary value adjustment totaling EUR 10.8 million on the development projects antibacterial silver coating technology and resorbable magnesium implant technology in the course of preparing the annual and consolidated financial statements for 2019. This non-cash effect is shown below EBITDA as an extraordinary depreciation in the income statement 2019. Irrespective of this, the Management Board remains firmly convinced that the two innovative key technologies, antibacterial silver coating and resorbable magnesium implants, will be brought to market approval, particularly in cooperation with partners and with the help of the government grants already promised.
 

The progress mentioned above, especially in the financial year 2019, is being followed with great interest by various global orthopedic companies that have once again confirmed their interest in aap's innovative silver coating technology in talks currently underway. Specifically, the Company is discussing in addition to joint product development and approval projects also distribution partnerships as well as licensing deals up to the sale of the technology for specific application areas. In the area of the resorbable magnesium implant technology aap has intensified talks with technology-savvy investors in order to provide the financial basis for joint further development of the technology in a timely manner. With regard to its LOQTEQ(R) platform technology, aap is in well advanced discussions on the conclusion of a development and supply agreement with a worldwide leading U.S. medical technology company.
 

In parallel, the Management Board is currently evaluating various strategic alternatives for increasing value. These include, among other things, joint venture agreements up to corporate transactions (e.g. mergers, share or asset deals as well as carve-outs). These measures are being examined as part of the Company's ongoing holistic strategic planning and associated efforts to evaluate all available options for increasing the inherent value of aap's comprehensive trauma product portfolio and its various patented platform technologies.
 

Since individual decisions in the context of this forthcoming evaluation may have to be taken into account in the annual and consolidated financial statements for 2019, the Company has decided to postpone publication of the annual financial report 2019 (HGB) and the consolidated annual financial report 2019 (IFRS) until April 30, 2020. aap will comment again on any developments in this process after the Management Board has taken concrete decisions together with the Supervisory Board or has otherwise terminated the evaluation of the issues.

 

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aap Implantate AG (ISIN DE0005066609) - General Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally active medical technology company based in Berlin, Germany. The Company develops, manufactures and markets products for trauma. The IP-protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) a wide range of cannulated screws. In addition, aap Implantate AG has an innovation pipeline with promising development projects such as the antibacterial silver coating technology and magnesium-based implants. These technologies address critical and unmet needs in trauma. In Germany, aap Implantate AG sells its products directly to hospitals, purchasing groups, and hospital groups, while at international level it primarily uses a broad network of distributors in around 25 countries. In the US the Company pursues a hybrid distribution strategy with its subsidiary aap Implants Inc. Distribution is carried out both through distribution agents and partnerships with global orthopedic companies. aap Implantate AG's stock is listed in the General Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit our website at www.aap.de.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.


For inquiries please contact:

aap registered sales of EUR 2.5 million (Q2/2018: EUR 2.7 million) in the second quarter of 2019 and thus a value at the lower end of the forecast. EBITDA in the second quarter of 2019 were burdened by significant one-time effects in a volume of about EUR 0.8 million and amounted to EUR -2.1 million (Q2/2018: EUR -1.5 million), thus being also at the lower end of the guidance. In contrast, aap increased sales on a half-yearly basis by +10% to EUR 6.0 million (H1/2018: EUR 5.4 million). Here, all regions contributed with positive growth rates (Germany +6%, North America +10 % and International +9%) to the realised increase in sales. EBITDA in the first six months of 2019 were EUR -3.1 million (H1/2018: EUR -3.1 million). Based on unchanged recurring EBITDA (adjusted by one-time effects) in the second quarter of 2019 of EUR -1.3 million, recurring EBITDA improved significantly on a half-yearly basis by +18% to EUR -2.2 million.
 

On the basis of the reported sales figures, the Management Board has examined in detail the expected business development in the second half of 2019 and subsequent quarters. The main focus here was on the long-term and sustainable sales development in contrast to short-term growth, possibly at the expense of margins. The result was that the sales growth in Germany, North America and International will not be realized to the extent originally planned for 2019 and therefore, despite the reported sales growth in the first six months of 2019, an adjustment of the full-year forecast is necessary.
 

The adjustment of EBITDA is the result of the sales development and planning described above and the analysis of the current status of ongoing discussions with a view to concluding planned strategic partnerships with global orthopaedic companies (distribution networks, product development and approval projects as well as licensing deals).
 

Against the background of these developments, aap adjusts its outlook for the financial year 2019 and now expects sales between EUR 11.0 million and EUR 13.0 million (previous forecast: EUR 13 million to EUR 15 million) and EBITDA of EUR -6.0 million and EUR -5.0 million (previous forecast: EUR -4.4 million and EUR -2.8 million). This corresponds to an increase in sales of 2% to 21% and an improvement in EBITDA of 6% to 22% compared with the previous year's figures.
 

In connection with the conversion of processes and documents to the regulatory requirements of the new EU Medical Device Regulation (MDR), current market requirements show that hospitals in the CE region are increasingly demanding sterile-packed implants. aap is currently working intensively on the documents for the conformity assessment procedure for CE marking and is striving to equip the first hospitals with sterile-packed products by the end of the year. In this context, non-sterile packaged products, which are in the customer's possession, will be replaced and taken back during this and the subsequent year. Current analyses show that it does not make economic sense to subject implants, especially those which are no longer in their original packaging, to extensive testing and, if necessary, revision. At the same time, the Management Board has decided that the accounting treatment and presentation of instruments will be changed at the end of the year. Previously, instruments were presented as part of inventories under current assets, since there was until recently a stronger focus on markets with distribution business, where the instruments were sold. In future, instruments will be presented as part of fixed assets and subject to scheduled depreciation over 3 years. This accounting treatment will lead to a more transparent delimitation of inventories as part of current assets and corresponds in its economic content more to the current focus on established markets as Germany, North America and Western Europe, where the instruments are provided and permanently handed over to the customer. In addition, aap recently announced that the Company will discontinue parts of its standard trauma business at the end of financial year 2019 and that the affected inventories of products are to be sold by the end of the current year. There is, however, the possibility that despite intensive efforts, it will not be possible to sell the entire inventory of products by the end of the year. aap will carry out a final evaluation of the valuation effects from the aforementioned measures as part of the preparation of the annual financial statements as at December 31, 2019. Initial preliminary calculations for the three issues show one-time and non-cash depreciations of up to EUR 4 million, which are reported as part of depreciation below EBITDA.
 

In response to the current development of sales and EBITDA, the Management Board will consistently continue its analysis to identify cost reduction and efficiency enhancement potentials. In this context, initial measures have already been implemented, such as the change of the stock exchange listing and the discontinuation of parts of the standard trauma portfolio. In addition, aap will in future focus even more on sales expansion with higher-margin customers and products, as well as on further driving forward the marketing of its innovative and promising technologies. With a view to its antibacterial silver coating technology, aap will further intensify talks and negotiations with interested global medical technology companies following the approval of the human clinical study by the Federal Institute for Drugs and Medical Devices ("BfArM"). For its innovative resorbable magnesium implant technology aap aims to push forward the further development of this promising technology jointly with partners under aap's management. All of these measures shall form the basis for sustainable and profitable growth.

 

_______________________________________________________________________________________
aap Implantate AG (ISIN DE0005066609) - Prime Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally operating medical device company headquartered in Berlin, Germany. The company develops, manufactures and markets trauma products for orthopaedics. The IP protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) and trauma complementary biomaterials a wide range of cannulated screws as well as standard plates and screws. Furthermore, aap Implantate AG has an innovation pipeline with promising development projects as the antibacterial silver coating technology and magnesium based implants. These technologies address critical problems in surgery that haven't yet been resolved adequately. In German-speaking Europe aap Implantate AG directly sells its products to hospitals, buying syndicates and hospital groups while it uses a broad network of distributors in more than 25 countries at the international level. aap Implantate AG's stock is listed in the Prime Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit www.aap.de, or download the Company's investor relations app from the Apple's App Store or Google Play.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.

For inquiries please contact:

With a view to the start of the human clinical study in Germany, aap now still needs the approval of the ethics commissions, which has already been applied for. In addition, the application for approval of the human clinical study in the US has been submitted at the Food and Drug Administration (FDA) at the beginning of August 2019.
 

The antibacterial silver coating technology developed by aap has, as a platform technology, a wide range of applications. Besides trauma, it can be used in further areas of orthopaedics as well as in cardiology, dentistry or for medical instruments, thus offering aap an enormous market potential. The developments in silver coating technology are pursued with keen interest by global medical technology companies which confirmed their interest in the innovative silver coating technology in continuous talks. In detail, the company discusses in addition to joint product development and approval projects also distribution partnerships as well as licensing deals up to the sale of the technology for specific application areas. Against the background of the approval of the human clinical study, aap will further intensify talks and negotiations with the global medical technology companies.
 

For further details, please refer to the press release published following this release.

 

_______________________________________________________________________________________
aap Implantate AG (ISIN DE0005066609) - Prime Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally operating medical device company headquartered in Berlin, Germany. The company develops, manufactures and markets trauma products for orthopaedics. The IP protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) and trauma complementary biomaterials a wide range of cannulated screws as well as standard plates and screws. Furthermore, aap Implantate AG has an innovation pipeline with promising development projects as the antibacterial silver coating technology and magnesium based implants. These technologies address critical problems in surgery that haven't yet been resolved adequately. In German-speaking Europe aap Implantate AG directly sells its products to hospitals, buying syndicates and hospital groups while it uses a broad network of distributors in more than 25 countries at the international level. aap Implantate AG's stock is listed in the Prime Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit www.aap.de, or download the Company's investor relations app from the Apple's App Store or Google Play.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.


For inquiries please contact:

By changing the stock exchange segment aap's post-listing obligations, as certain reporting and publication requirements, will omit. This step enables the company to reduce the costs of the stock exchange listing and to use existing resources more efficiently and purposefully. aap will comply with the high transparency requirements of the regulated market in the General Standard in the future as well. At the same time, investors of the company will continue to have an unrestricted trading opportunity for their aap shares in the regulated market of the Frankfurt Stock Exchange.
 

The revocation of the admission will become effective upon the expiration of a period of three months after the publication of the revocation decision by the management board of the Frankfurt Stock Exchange on the internet(www.deutsche-boerse.com).


 

_______________________________________________________________________________________
aap Implantate AG (ISIN DE0005066609) - Prime Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally operating medical device company headquartered in Berlin, Germany. The company develops, manufactures and markets trauma products for orthopaedics. The IP protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) and trauma complementary biomaterials a wide range of cannulated screws as well as standard plates and screws. Furthermore, aap Implantate AG has an innovation pipeline with promising development projects as the antibacterial silver coating technology and magnesium based implants. These technologies address critical problems in surgery that haven't yet been resolved adequately. In German-speaking Europe aap Implantate AG directly sells its products to hospitals, buying syndicates and hospital groups while it uses a broad network of distributors in more than 25 countries at the international level. aap Implantate AG's stock is listed in the Prime Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit www.aap.de, or download the Company's investor relations app from the Apple's App Store or Google Play.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.

For inquiries please contact: aap Implantate AG; Fabian Franke; Investor Relations; Lorenzweg 5; D-12099 Berlin Tel.: +49/30/750 19 - 134; Fax.: +49/30/750 19 - 290; f.franke@aap.de

The information contained in this announcement is not intended for publication or distribution in or within the United States of America, Australia, Canada or Japan.

The Management Board of aap Implantate AG resolved on 17 April 2019 with the approval of the Supervisory Board of the same day on a capital increase against cash contributions out of the authorized capital 2014/I with subscription and oversubscription rights of the shareholders of the company. aap Implantate AG's share capital shall be increased by up to EUR 4,784,485.00 by issuing up to 4,784,485 new no-par value bearer shares from the current amount of EUR 28,706,910.00 to up to EUR 33,491,395.00. The new shares shall be offered to the shareholders of the company at a subscription price of EUR 1.04 per new share based on a subscription ratio of 6:1. The new shares are entitled to participate in dividends as of 1 January 2018.
 

At this time, aap Implantate AG has commitments from its shareholders to exercise subscription and oversubscription rights in a volume of EUR 2.3 million in total. This corresponds to approx. 46% of the capital increase.
 

The capital increase with subscription rights is part of a package of measures aap Implantate AG will implement at short notice to strengthen its financial base. In this context, the net proceeds from the transaction shall be inter alia used to finance the company's planned sales growth and to prepare and conduct a human clinical study for its silver coating technology.
 

The new shares will be offered to the shareholders of aap Implantate AG for subscription in an indirect subscription offer during a subscription period. The subscription period is expected to start on 25 April 2019 (00.00 hours CET) and to end on 9 May 2019 (24.00 hours CET). No trading of subscription rights will be organized and subscription rights which are not exercised will expire worthless. In addition to exercising their subscription rights, all shareholders of the company have the option to participate in the capital increase within an oversubscription. These oversubscription rights must also be exercised during the subscription period. New shares, which are not subscribed as part of the subscription offer, shall be offered to qualified institutional investors for sale by means of a private placement at a price at least equaling the subscription price.
 

The capital increase with subscription rights is accompanied by M.M.Warburg & CO (AG & Co.) KGaA. For further details regarding the transaction please refer to the subscription offer, which will be published before the start of the subscription period on the corporate website of the company (www.aap.de) in the section "Investors / Capital Increase" as well as in the Federal Gazette under www.bundesanzeiger.de.

 

This announcement constitutes neither an offer nor a solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan or any other jurisdiction in which an offer is unlawful.

This announcement is not an offer of securities for sale in the United States. Securities may be offered or sold in the United States only upon prior registration or upon exemption from the obligation of prior registration pursuant to the Securities Act. If a public offering of securities were to take place in the United States, it would be effected by means of a securities prospectus which investors could obtain from the Company. This prospectus would contain detailed information about the Company and its management, as well as financial information. There will be no public offering of the securities referred to in this announcement in the United States.

Subject to certain exceptions, the securities referred to in this announcement may not be offered or sold in Australia, Canada or Japan, or to or for the account of persons resident in Australia, Canada or Japan.

_______________________________________________________________________________________
aap Implantate AG (ISIN DE0005066609) - Prime Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally operating medical device company headquartered in Berlin, Germany. The company develops, manufactures and markets trauma products for orthopaedics. The IP protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) and trauma complementary biomaterials a wide range of cannulated screws as well as standard plates and screws. Furthermore, aap Implantate AG has an innovation pipeline with promising development projects as the antibacterial silver coating technology and magnesium based implants. These technologies address critical problems in surgery that haven't yet been resolved adequately. In German-speaking Europe aap Implantate AG directly sells its products to hospitals, buying syndicates and hospital groups while it uses a broad network of distributors in more than 25 countries at the international level. aap Implantate AG's stock is listed in the Prime Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit www.aap.de, or download the Company's investor relations app from the Apple's App Store or Google Play.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.


For inquiries please contact: aap Implantate AG; Fabian Franke; Investor Relations; Lorenzweg 5; D-12099 Berlin Tel.: +49/30/750 19 - 134; Fax.: +49/30/750 19 - 290; f.franke@aap.de

Also with today's resolution, the Supervisory Board of the company appointed Mr. Rubino Di Girolamo (57), currently Member of the Supervisory Board at aap, as new Chairman of the Management Board / CEO of aap with effect as of 1 May 2019.


 

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aap Implantate AG (ISIN DE0005066609) - Prime Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally operating medical device company headquartered in Berlin, Germany. The company develops, manufactures and markets trauma products for orthopaedics. The IP protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) and trauma complementary biomaterials a wide range of cannulated screws as well as standard plates and screws. Furthermore, aap Implantate AG has an innovation pipeline with promising development projects as the antibacterial silver coating technology and magnesium based implants. These technologies address critical problems in surgery that haven't yet been resolved adequately. In German-speaking Europe aap Implantate AG directly sells its products to hospitals, buying syndicates and hospital groups while it uses a broad network of distributors in more than 25 countries at the international level. aap Implantate AG's stock is listed in the Prime Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit www.aap.de, or download the Company's investor relations app from the Apple's App Store or Google Play.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.


For inquiries please contact:

For the entire year 2019 the Management Board continues to maintain its initial guidance for sales between EUR 13.0 million and EUR 15.0 million and EBITDA between EUR -4.4 million and EUR -2.8 million.
 

For further details reference is made to the press release published subsequently to this release.


 

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aap Implantate AG (ISIN DE0005066609) - Prime Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally operating medical device company headquartered in Berlin, Germany. The company develops, manufactures and markets trauma products for orthopaedics. The IP protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) and trauma complementary biomaterials a wide range of cannulated screws as well as standard plates and screws. Furthermore, aap Implantate AG has an innovation pipeline with promising development projects as the antibacterial silver coating technology and magnesium based implants. These technologies address critical problems in surgery that haven't yet been resolved adequately. In German-speaking Europe aap Implantate AG directly sells its products to hospitals, buying syndicates and hospital groups while it uses a broad network of distributors in more than 25 countries at the international level. aap Implantate AG's stock is listed in the Prime Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit www.aap.de, or download the Company's investor relations app from the Apple's App Store or Google Play.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.
 

aap Implantate AG ("aap") announces that based on the figures available for the first nine months of 2018 and its plans for the fourth quarter of 2018 as well as due to one-time costs in connection with the step-up strategy implementation it is adjusting its sales and EBITDA forecast for financial year 2018.
 

According to preliminary figures, total sales in the third quarter of 2018 and in the nine-month period increased on the same periods in the previous year to EUR 2.7 million (Q3/2017: EUR 2.6 million) and EUR 8.2 million (9M/2017: EUR 8.0 million) respectively, while trauma sales grew by 7% to EUR 2.8 million and by 6% to EUR 8.2 million respectively. EBITDA in the third quarter of 2018 stood at EUR -1.5 million and for the first nine months at EUR -4.6 million. Both key figures, sales and EBITDA, were therefore in the third quarter of 2018 within the forecast published in August.
 

Despite the reported growth so far an adjustment of the forecast for the full year is necessary. The background is primarily the sales development in North America falling short of expectations. Regarding aap's activities in this region, the company could not sign further contracts with global partners in the current financial year and distribution business was temporarily burdened by the loss of certain distributors. This shortfall in sales could not be offset on a short-term basis elsewhere. In contrast, aap reports for the nine-month period of 2018 a positive development with double-digit growth rates both in Germany (+12% to EUR 2.1 million) and in its international business (+28% to EUR 4.5 million).
 

EBITDA adjustment is a consequence of the above-mentioned sales development and one-time costs for strategic measures. These non-recurring out of budget expenses for the step-up strategy implementation to develop aap into a sustainably growing pure player in trauma, will burden EBITDA in the fourth quarter and subsequent months.
 

Against the background of these developments aap is adjusting its outlook for the financial year 2018 and now anticipates sales between EUR 10.0 million and EUR 11.7 million (previous forecast: EUR 13 million to EUR 15 million) and EBITDA of EUR -6.9 million and EUR -5.9 million (previous forecast: EUR -5 million and EUR -3.4 million).
 

In response to the current development of the distribution business in North America the company has strengthened its sales team. In addition, aap has in recent months already signed 12 new contracts with distributors that should be reflected in corresponding sales dynamics in coming quarters. Furthermore, aap is currently in talks with global partners on some projects whereby the realization is likely expected to be shifted to financial year 2019.
 

The figures contained in this release for the third quarter of 2018 and the first nine months are preliminary and subject to change until final publication. aap plans to publish the final figures for the third quarter of 2018 and the first nine months on 14 November 2018 in a quarterly statement.
 

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aap Implantate AG (ISIN DE0005066609) - Prime Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally operating medical device company headquartered in Berlin, Germany. The company develops, manufactures and markets trauma products for orthopaedics. The IP protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) and trauma complementary biomaterials a wide range of cannulated screws as well as standard plates and screws. Furthermore, aap Implantate AG has an innovation pipeline with promising development projects as the antibacterial silver coating technology and magnesium based implants. These technologies address critical problems in surgery that haven't yet been resolved adequately. In German-speaking Europe aap Implantate AG directly sells its products to hospitals, buying syndicates and hospital groups while it uses a broad network of distributors in more than 25 countries at the international level. aap Implantate AG's stock is listed in the Prime Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit www.aap.de, or download the Company's investor relations app from the Apple's App Store or Google Play.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.



For inquiries please contact:
aap Implantate AG; Fabian Franke; Investor Relations; Lorenzweg 5; D-12099 Berlin
Tel.: +49/30/750 19 - 134; Fax.: +49/30/750 19 - 290; f.franke@aap.de

The Management Board of aap Implantate AG resolved on 19 July 2017 with the approval of the Supervisory Board of the same day to redeem the 2,249,746 no-par value shares bought by means of the voluntary public share buyback offer of aap Implantate AG and to reduce the company's share capital by the corresponding amount of EUR 2,249,746.00. The redemption and capital reduction take place without a further resolution of the Annual General Meeting by exercising the authorization of the Annual General Meeting of 13 June 2014. After the implementation of the capital reduction aap Implantate AG's share capital amounts to EUR 28,582,410.00 and is divided into 28,582,410 no-par value ordinary bearer shares in a proportional amount of EUR 1.00 per no-par value share of the share capital.

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aap Implantate AG (ISIN DE0005066609) - Prime Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally operating medical device company headquartered in Berlin, Germany. The company develops, manufactures and markets trauma products for orthopaedics. The IP protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) and trauma complementary biomaterials a wide range of cannulated screws as well as standard plates and screws. Furthermore, aap Implantate AG has an innovation pipeline with promising development projects as the antibacterial silver coating technology and magnesium based implants. These technologies address critical problems in surgery that haven't yet been resolved adequately. In German-speaking Europe aap Implantate AG directly sells its products to hospitals, buying syndicates and hospital groups while it uses a broad network of distributors in more than 25 countries at the international level. aap Implantate AG's stock is listed in the Prime Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit www.aap.de, or download the Company's investor relations app from the Apple's App Store or Google Play.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.


Contact:

For inquiries please contact: aap Implantate AG, Fabian Franke, Investor Relations, Lorenzweg 5, 12099 Berlin, Germany
Tel.: +49 30 7501 9-134, fax: +49 30 7501 9-290, e-mail: f.franke@aap.de

aap Implantate AG announces that a total of 3,906,681 no-par value bearer shares of the company were offered for repurchase to the company within the acceptance period of the voluntary public share buyback offer from 20 June 2017, 00.00 hours (CEST) until 10 July 2017, 24.00 hours (CEST). Thereby the share buyback offer of aap Implantate AG was oversubscribed. The shareholders' declarations of acceptance are therefore taken into account proportionally in accordance with Section 3.3 of the offer document.

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aap Implantate AG (ISIN DE0005066609) - Prime Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally operating medical device company headquartered in Berlin, Germany. The company develops, manufactures and markets trauma products for orthopaedics. The IP protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) and trauma complementary biomaterials a wide range of cannulated screws as well as standard plates and screws. Furthermore, aap Implantate AG has an innovation pipeline with promising development projects as the antibacterial silver coating technology and magnesium based implants. These technologies address critical problems in surgery that haven't yet been resolved adequately. In German-speaking Europe aap Implantate AG directly sells its products to hospitals, buying syndicates and hospital groups while it uses a broad network of distributors in more than 25 countries at the international level. aap Implantate AG's stock is listed in the Prime Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit www.aap.de, or download the Company's investor relations app from the Apple's App Store or Google Play.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.
 

The Management Board of aap Implantate AG resolved on 15 June 2017 with the approval of the Supervisory Board of the same day to purchase up to 2.25 million no-par value bearer shares of the company by means of a voluntary public share buyback offer against a cash payment of EUR 1.52 per no-par value share for a maximum total purchase price (including incidental costs) of up to EUR 3.5 million. The shares offered for purchase correspond to a proportion of up to approximately 7.3% of the company's current share capital. With the public share buyback offer the Management Board makes use of the authorization granted by the Annual General Meeting resolution of 13 June 2014 to acquire treasury shares. With this measure aap Implantate AG implements the announced partial distribution of proceeds from last year's sale of the subsidiary aap Biomaterials GmbH to shareholders.

The shares which are acquired as a result of the public share buyback offer can be used for all purposes permitted by law. The Management Board intends to redeem the shares acquired by means of the public share buyback offer.

The acceptance period starts on Tuesday, 20 June 2017, 00.00 hours (CEST) and ends on Monday, 10 July 2017, 24.00 hours (CEST). The offer document will be published before the start of the acceptance period on the corporate website of the company (www.aap.de) in the section "Investors / Share Buyback" as well as in the Federal Gazette under www.bundesanzeiger.de.

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aap Implantate AG (ISIN DE0005066609) - Prime Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally operating medical device company headquartered in Berlin, Germany. The company develops, manufactures and markets trauma products for orthopaedics. The IP protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) and trauma complementary biomaterials a wide range of cannulated screws as well as standard plates and screws. Furthermore, aap Implantate AG has an innovation pipeline with promising development projects as the antibacterial silver coating technology and magnesium based implants. These technologies address critical problems in surgery that haven't yet been resolved adequately. In German-speaking Europe aap Implantate AG directly sells its products to hospitals, buying syndicates and hospital groups while it uses a broad network of distributors in more than 25 countries at the international level. aap Implantate AG's stock is listed in the Prime Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit www.aap.de, or download the Company's investor relations app from the Apple's App Store or Google Play.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.
 

In connection with the resolution on their proposals to the ordinary annual general meeting of the company Management Board and Supervisory Board of aap Implantate AG decided today to implement a share buyback within the next months in order to partially distribute proceeds from last year's sale of the subsidiary aap Biomaterials GmbH to shareholders as announced. Based on the current share price level of the aap share it is intended within the share buyback to purchase up to 2.4 million shares of the company from the shareholders for a maximum total purchase price (including incidental costs) of up to EUR 3.5 million. The further details of the share buyback, including the purchase price, will be determined and published by the Management Board with the consent of the Supervisory Board within the next weeks. If market circumstances or the share price development changes the Management Board reserves the right to adapt the conditions of the intended share buyback or refrain from it. Against the background of the intended share buyback Management Board and Supervisory Board will neither propose a dividend payment nor a capital decrease to the annual general meeting taking place on 16 June 2017 - both measures have been taken into consideration for the partial distribution of proceeds from the sale of aap Biomaterials GmbH as well. The proposals from Management Board and Supervisory Board to the annual general meeting will be published together with the convention on 10 May 2017 in the Federal Gazette.

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Contact:

For inquiries please contact: aap Implantate AG, Fabian Franke, Investor Relations, Lorenzweg 5, 12099 Berlin, Germany
Tel.: +49 30 7501 9-134, fax: +49 30 7501 9-290, e-mail: f.franke@aap.de

_______________________________________________________________________________________
aap Implantate AG (ISIN DE0005066609) - Prime Standard/Regulated Market - All German stock markets -

About aap Implantate AG
aap Implantate AG is a globally operating medical device company headquartered in Berlin, Germany. The company develops, manufactures and markets trauma products for orthopaedics. The IP protected portfolio includes besides the innovative anatomical plating system LOQTEQ(R) and trauma complementary biomaterials a wide range of cannulated screws as well as standard plates and screws. Furthermore, aap Implantate AG has an innovation pipeline with promising development projects as the antibacterial silver coating technology and magnesium based implants. These technologies address critical problems in surgery that haven't yet been resolved adequately. In German-speaking Europe aap Implantate AG directly sells its products to hospitals, buying syndicates and hospital groups while it uses a broad network of distributors in more than 25 countries at the international level. aap Implantate AG's stock is listed in the Prime Standard segment of Frankfurt Stock Exchange (XETRA: AAQ.DE). For more information, please visit www.aap.de, or download the Company's investor relations app from the Apple's App Store or Google Play.

Forward-looking statement
This release may contain forward-looking statements based on current experience, estimates and projections of the management board and currently available information. They are not guarantees of future performance. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Many factors could cause the actual results, performance or achievements of aap to be materially different from those that may be expressed or implied by such statements. These factors include those discussed in aap's public reports. Forward-looking statements therefore speak only as of the date they are made. aap does not assume any obligation to update the forward-looking statements contained in this release or to conform them to future events or developments.

aap Implantate AG ("aap") announces that in course of drawing up the annual financial statements for 2016 the Management Board decided as a precautionary measure to revoke an initial sale with a distribution partner invoiced in the financial year. The reason is a delayed payment of the contractual due purchase price. Rescission of the initial business results in a reduction in sales in the financial year 2016 by KEUR 757. In the continued operation in financial year 2016 sales are at EUR 10.5 million and EBITDA at EUR -7.9 million and thereby slightly below the current guidance.