pta20231114053
Ad hoc announcement according to article 53 KR

Talenthouse AG: Extraordinary General Meeting

Baar (pta053/14.11.2023/23:35 UTC+1)

(Baar / Switzerland) Talenthouse AG ("Talenthouse" or the "Company") convenes an Extraordinary General Meeting to be held on 6 December 2023 at 10am in Zurich. The invitation will be published in the Swiss Official Gazette of Commerce on 15 November 2023.

The first item on the agenda of the Extraordinary General Meeting concerns two crucial restructuring measures. The board of directors of the company believes that the key conditions for a successful restructuring will be met, if these measures can be implemented, and the listing of the company's shares maintained. The board of directors proposes specifically a reduction of the nominal value of the existing shares to CHF 0.01 and a simultaneous ordinary capital increase by a minimum of CHF 42,054,961.50 and a maximum of CHF 435,327,226.50 by issuing up to 43,532,722,650 fully paid-up registered shares with a nominal value of CHF 0.01 each. The nominal value reduction and simultaneous ordinary capital increase are intended to strengthen the company's equity base, including by way of a debt-equity swap. In addition, the capital increase serves the purpose to acquire a 60% membership share in Dreamer Entertainment LLP, London, United Kingdom ("Dreamer"), via a contribution in kind from ATIS Advanced Technologies International Solution Holding S.à.r.l., Luxembourg, Luxembourg ("ATIS"). The corresponding transaction has already been announced. The Company expects significant synergies between Dreamer and its existing entertainment business operated by the Coolabi Group, which ATIS agreed to keep within the Talenthouse group.

The further items on the agenda of the Extraordinary General Meeting concern the following topics:

  • Introduction of a capital band
  • Amendments to the provisions concerning the conditional capital
  • Creation of dividend right certificates (Genussscheine) in consideration for restructuring contributions
  • Election of Dr. Wolfgang Stemme, member of the management of ATIS, as new member of the board of directors of the Company
  • Re-election of Roman Scharf and Michael Wachsler as members of the board of directors of the Company and Roman Scharf as chairman
  • Election of Dr. Wolfgang Stemme and Michael Wachsler as members of the compensation committee of the Company
  • Election of Balmer-Etienne AG, Zurich, as new statutory auditor
  • Change of the domicile of the Company from Baar to Zug

More information on the Extraordinary General Meeting, including on the above agenda items, can be found in the invitation to the Extraordinary General Meeting.

About Talenthouse AG

Talenthouse AG is a technology platform and services company that brings brands and a global network of creatives together to make innovative content that engages, inspires, and drives action. Talenthouse is leading a structural shift in the way that creative content is produced, employing a platform business model to source content at the scale and quality required to keep pace with consumer demand in the digital age. In doing so, it also opens up opportunities for a much larger pool of creative talent. While most industries are in recession, the global creator economy, a $2.8 trillion market, is still growing.

TalentPlus is Talenthouse AG's financial services vertical, providing creators with financial services solutions to support their creative endeavours. The company is registered in Switzerland and operationally headquartered in London. For more information visit: www.business.talenthouse.com

Stock exchange listing: SIX Swiss Exchange (www.six-swiss-exchange.com)

Ticker symbol: THAG (CH)

Security number: 1 081 986

ISIN: CH0010819867

Contact: Talenthouse AG, Zugerstrasse 8a, CH-6340 Baar, Switzerland

Talenthouse contacts:

Investor Relations:

Email: Michael Wachsler michael.wachsler@yahoo.com


Disclaimer

This media release serves informational purposes and constitutes neither an offer to sell nor a solicitation or an advertisement to buy any shares of Talenthouse AG in any jurisdiction. This media release does not constitute a prospectus within the meaning of Article 35 et seq. of the Swiss Federal Act on Financial Services. In addition, investors should seek advice from their bank or their financial adviser.

This media release contains forward-looking statements such as projections, forecasts, and estimates. Such forward-looking statements are subject to certain risks and uncertainties which may cause actual results, performance, or events to differ materially from those anticipated in this media release. Readers should therefore not rely on these forward-looking statements. The forward-looking statements contained in this media release are based on the views and assumptions of Talenthouse AG as of this date and Talenthouse AG does not assume any obligation to update or revise this media release.

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Emitter: Talenthouse AG
Zugerstrasse 8a
6340 Baar
Switzerland
Contact Person: Michael Wachsler
Phone: +41 43 344 38 38
E-Mail: invest@talenthouse.com
Website: www.business.talenthouse.com
ISIN(s): CH0010819867 (Share)
Stock Exchange(s): SIX Swiss Exchange
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