Finexity AG: FINEXITY Group signs Letter of Intent with OneCrowd Group – orderly continuity solution planned for issuers and investor base

Finexity AG (ISIN DE000A40ET88, Xetra: FXT) and its subsidiary Finexity Invest GmbH today signed a Letter of Intent (“LoI”) with the insolvency administrator of OneCrowd GmbH, Dresden, and with its subsidiaries OneCrowd Securities GmbH and OneCrowd Loans GmbH, each acting with the consent of their preliminary insolvency administrators. The Supervisory Board of Finexity AG has approved the conclusion of the LoI. The LoI provides for the administration of the ongoing OneCrowd issuances to be transferred to FINEXITY Group and for platform users to be given the opportunity to switch to FINEXITY on a voluntary basis. This opens up an opportunity for FINEXITY to expand its issuer and user base and to generate additional recurring revenue.

With the exception of provisions – in particular those relating to the interim continuation of the OneCrowd platforms, the consideration under the envisaged transaction, exclusivity and confidentiality – the LoI is not yet legally binding, but is intended to be implemented in definitive agreements in the near term, which will require the approval of the Supervisory Board of Finexity AG.

Orderly continuity solution for issuers and investors
OneCrowd GmbH operates the investment platform onecrowd.de, which brings together the former Seedmatch, Econeers and Mezzany platforms. Insolvency proceedings have been opened over its assets; preliminary insolvency administrators have been appointed for its subsidiaries OneCrowd Securities GmbH and OneCrowd Loans GmbH. A permanent continuation of the OneCrowd platform is not feasible. In view of the impending shutdown of the OneCrowd platform, the LoI is therefore intended to lay the foundation for an orderly continuity solution for the issuances under administration and their investors. Users will be informed separately about the next steps, in coordination with the OneCrowd companies. In addition, all platform users who have not yet invested are also to be informed of the opportunity to register with FINEXITY. Finexity AG published the key details in an ad hoc announcement earlier today.

Around 70 issuances with a volume of approximately EUR 33.6 million and ongoing servicing fees of just under EUR 0.3 million net p.a.
The issuers of the approximately 70 issuances currently administered by OneCrowd are to be offered, in the near term, the opportunity to transfer the administration of their issuances – in particular investor administration, investor relations and reporting – to FINEXITY Group under a new agreement on terms that remain economically unchanged as far as possible. The total volume subscribed in these issuances amounts to approximately EUR 33.6 million; the ongoing annual servicing fees amount to just under EUR 0.3 million net.

Voluntary registration for platform users
The approximately 101,000 registered users of the OneCrowd platform – around 30,000 of whom hold at least one investment – are to be given the opportunity to register on a Finexity Invest GmbH platform still to be determined, where they will be able to continue tracking their investments in migrating issuers. Switching is voluntary. Interest and principal payments to investors will continue unchanged via the trust accounts of Secupay AG, irrespective of whether investors register with FINEXITY.

Strategic rationale
FINEXITY Group regards the planned transaction as a building block in its strategy of actively shaping the consolidation of the market for digital capital market investments. If the transition succeeds, the Group will be able to serve additional issuers and investors via its existing infrastructure. This has the potential to increase platform utilization and to create opportunities for follow-on issuances as well as further distribution and infrastructure services.

Paul Huelsmann, CEO of FINEXITY Group: “The market for digital capital market investments is consolidating. With this Letter of Intent, we are laying the foundation for an orderly continuity solution for the issuers and investors of the OneCrowd platforms. At the same time, it opens up an opportunity for us to expand our issuer management business and our investor base through our existing infrastructure.”

Limited contributions to the costs of the insolvency estate secure continued platform operation during the transition phase; further consideration is performance-based
Finexity AG is initially securing the operation of the platform until October 31, 2026 by way of a contribution to the costs of the insolvency estate of EUR 25,000 plus VAT. It may extend the continuation twice, by one month each time, against a further contribution of the same amount. Exclusivity has been agreed for the continuation period. In addition, earn-out payments are envisaged, which will be based on net commissions actually received from new subscriptions by users who switch and on net servicing fees from transferred issuer agreements. The details of the earn-out arrangements have yet to be finalized. The assumption of any liabilities of the OneCrowd Group is not envisaged. As part of the definitive transaction documentation, Finexity AG is also to be granted a purchase option on the trademarks and domains as well as an exclusive negotiation right and right of first refusal with respect to the technology and IP.

Michael Ost, Deputy CEO of FINEXITY Group: “The structure limits our fixed contribution to the transition; any further consideration is linked to revenue that we actually generate. As a next step, we intend to complete the due diligence and carefully prepare the technical and organizational migration.”

Next steps
The parties intend to use the continuation period to complete the ongoing due diligence and to prepare the technical and organizational aspects of the migration. The LoI will expire no later than January 31, 2027.


About FINEXITY
The FINEXITY Group (Xetra: FXT · ISIN DE000A40ET88) builds and operates the infrastructure of the digital capital market: issuance, register connectivity and distribution of tokenized securities from a single source — operational since 2020 — complemented by the display of sell offers on the DLT-OTC (bulletin board). The Group is represented at six locations in Germany, Switzerland, Liechtenstein and the United Arab Emirates.

Capital Markets Solutions comprises nolivius (Advisory & Structuring) and VolksInvest (the online broker brand of Finexity Invest GmbH); Infrastructure Solutions comprises Nundara (tech infrastructure for tokenization, subscription and register connectivity) and Effecta¹ (distribution hub and liability umbrella).
¹ The acquisition of 90.1% of Effecta GmbH remains subject to the successful completion of the owner control procedure.  



Media Contacts FINEXITY                                                                    
Robin Tillmann                                                       Sascha Dettmar
E-Mail: presse@finexity.com                               E-Mail: sascha@dettmar.email
Mobile: +49 175 389 7878                                      Mobile: +49 151 1007 0566


Disclaimer:
This announcement constitutes neither a public offer nor an advertisement for a public offer nor a solicitation of an offer to acquire securities, in particular not within the meaning of Regulation (EU) 2017/1129 (the Prospectus Regulation). This announcement contains forward-looking statements that are based on the current plans, assumptions and estimates of the Management Board. Actual developments and results may differ materially; in particular, it remains open whether and to what extent the transaction will be implemented and whether issuers and users will agree to switch. Finexity AG assumes no obligation to update any forward-looking statements.