HAMBORNER REIT AG / Key word(s): Capital Increase/Corporate Action
23.09.2010 09:16
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Ad hoc-Notification pursuant to Section 15 WpHG
HAMBORNER REIT AG, Goethestrasse 45, 47166 Duisburg, September 23, 2010
HAMBORNER REIT AG resolves upon capital increase though the issue of up to
11,350,000 new shares
The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States of America, Canada,
Japan or Australia.
The Management Board of HAMBORNER REIT AG has resolved today with the
consent of the Supervisory Board to increase the share capital against cash
contributions with subscription rights for shareholders of the company. The
share capital will be increased by making use of the authorized capitals
through the issue of up to 11,350,000 new, no par value, bearer shares
against cash contributions. The new shares will have a notional value of
EUR 1.00 each and carry full dividend rights from January 1, 2010. This
capital increase resolution is subject to an additional resolution of the
Management Board to be passed with consent of the Supervisory Board, in
respect of the offer price, the subscription price, the subscription ratio
and the final number of issued shares. This additional resolution is
expected to be adopted on October 7, 2010.
The net proceeds from the offer of the new shares are intended to be used
to strengthen HAMBORNER's capital base and financial soundness. The company
plans to use the proceeds from the offer to finance its further expansion.
It is envisaged to provide financing for the acquisition of additional
properties in accordance with the investment strategy as well as to
increase its strategic flexibility with respect to future acquisitions.
Under the lead of WestLB AG as Sole Lead Manager and Sole Bookrunner, a
syndicate of banks (Berenberg Bank and Kempen & Co N.V. as Co-Lead Manager)
has agreed to subscribe and underwrite the new shares as well as to offer
them to the shareholders by way of indirect subscription rights in
accordance with the conditions of the subscription offer. The subscription
offer is expected to be published on October 11, 2010.
All new shares shall be offered prior to the subscription period for
purchase in private placements in particular to institutional investors in
Germany and in other countries in form of a bookbuilding procedure
(pre-placement). This pre-placement is expected to start on October 4, 2010
and is expected to end on October 7, 2010, 2 p.m. CET.
The offer price at which the new shares will be sold to institutional
investors in the course of the pre-placement, the subscription price at
which the new shares are to be offered to the shareholders by way of
indirect subscription rights as well as the final number of new shares to
be issued will be determined by a resolution of the Management Board with
the consent of the Supervisory Board and in coordination with the syndicate
of banks after the bookbuilding process for the pre-placement. This
resolution is expected be passed and published on October 7, 2010. The
subscription and the offer price will be the same.
For the purpose of the execution of the pre-placement HSH Real Estate AG
and its affiliated companies as major shareholders of the company have
undertaken to assign and transfer their subscription rights to the new
shares to WestLB AG, except for such subscription rights which such
shareholders may have waived upon request by the company necessary to
ensure a flat subscription ratio. WestLB AG will neither exercise nor
dispose of such subscription rights assigned to it. The settlement of those
new shares which are attributable to subscription rights assigned by the
shareholders and allotted to investors in the pre-placement will be
delivered to such investors presumably on October 13, 2010, thus, shortly
after the end of the pre-placement and registration of the capital increase
with the commercial register. The remaining new shares will be delivered
after the end of the subscription period, presumably on October 28, 2010.
The commencement of trading of the new shares in the regulated market of
the stock exchanges of Frankfurt, Berlin, Düsseldorf, Hamburg, Munich and
Stuttgart is expected to start on October 13, 2010.
The subscription rights for the new shares are expected to be traded in the
period from October 12, 2010 up to and including October 21, 2010 in the
regulated market of the Frankfurt Stock Exchange.
With respect to the further details of the offering and risks relating to
the offer reference is made to the prospectus required for the public
offering and the admission to trading of new shares. The prospectus will be
published inter alia on the website www.hamborner.de.
HAMBORNER REIT AG - The Management Board
This publication constitutes neither an offer to sell nor a solicitation to
buy or subscribe to securities. Any such offer will be made solely on the
basis of the Securities Prospectus to be published and registered with the
German Financial Supervisory Authority (BaFin). The information legally
required to be provided to investors is contained only in the Securities
Prospectus.
The information contained herein is not for distribution, directly or
indirectly, in or into the United States of America (including its
territories and possessions or any State of the United States of America or
the District of Columbia) and must not be distributed to U.S. persons (as
defined in Regulation S under the U.S. Securities Act of 1933, as amended
('Securities Act')) or publications with a general circulation in the
United States of America. This publication does not constitute or form part
of any offer or solicitation to purchase or subscribe for securities in the
United States of America. The securities have not been and will not be
registered under the Securities Act and may not be offered or sold in the
United States of America absent registration or an exemption from
registration under the Securities Act, as amended. The Issuer does not
intend to register any portion of the offering in the United States of
America or to conduct a public offering of the Securities in the United
States of America.
The shares that are the subject of the offer are not being offered or sold
to any person in the United Kingdom, other than to qualified investors as
defined in Section 86(7) of the Financial Services and Markets Act 2000,
being persons falling within Article 2.1(E)(i), (ii) or (iii) of Directive
2003/71/EC of the European Parliament and of the Council dated 4 November
2003 (Prospective Directive), which includes legal entities which are
regulated by the Financial Services Authority and entities which are not so
regulated whose corporate purpose is solely to invest in securities and who
also fall within the definition of 'Investment Professionals' in Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotions)
Order 2005 (the 'FPO') and high net worth entities falling within Article
49(2)(a) to (d) of the FPO.
This publication is not an offer of securities for sale in Canada, Japan or
Australia.
Sybille Albeser
Investor Relations
HAMBORNER REIT AG
GoethestraÃe 45
47166 Duisburg
Telefon: +49 (0)203-54405-32
Mail: s.albeser@hamborner.de
23.09.2010 09:16 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: HAMBORNER REIT AG
GoethestraÃe 45
47166 Duisburg
Deutschland
Phone: 0203/54405-0
Fax: 0203/54405-49
E-mail: info@hamborner.de
Internet: www.hamborner.de
ISIN: DE0006013006
WKN: 601300
Listed: Regulierter Markt in Frankfurt (Prime Standard), Hamburg,
München, Düsseldorf, Berlin, Stuttgart
End of Announcement DGAP News-Service
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DGAP-Adhoc: HAMBORNER REIT AG resolves upon capital increase though the issue of up to 11,350,000 new shares
| Source: EQS Group AG