Gildemeister Aktiengesellschaft / Key word(s): Capital Increase
24.03.2011 20:11
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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- Not for release, publication or distribution in the United States,
Canada, Japan or Australia -
Bielefeld, March 24, 2011 - The Executive Board of GILDEMEISTER AG,
Bielefeld (ISIN DE0005878003) resolved on March 24, 2011 to implement the
previously announced increase of the company's share capital by EUR
26,072,904.00 (or approximately 20% of the current share capital), from EUR
130,364,527.80 to EUR 156,437,431.80, by issuing 10,028,040 new bearer
shares of common stock without par value (no par shares) against cash
contributions. The offering will make use of a portion of the company's
authorized capital. The new shares will have full dividend rights for
fiscal year 2010. A committee of the Supervisory Board established to
approve this transaction granted its approval on March 24, 2011.
The new shares are to be firmly underwritten by a consortium of banks and
are to be offered to shareholders for subscription at a ratio of 5:1 by way
of an indirect rights offering. Five subscription rights authorize
shareholders to subscribe for one new share. In order to ensure an even
subscription ratio, one of the company's existing shareholders has agreed
to waive the exercise of three subscription rights to which such
shareholder is entitled. The subscription price per subscribed share is EUR
13.66.
The period for subscription for the new shares begins on March 29, 2011 and
is expected to end on April 11, 2011. The subscription rights (ISIN
DE000A1KRPD1) for the new shares will be traded in the period from March
29, 2011 up to and including April 7, 2011 in the Regulated Market segment
(floor trading) of the Frankfurt Stock Exchange.
New shares that are not subscribed for in the rights offering will be
offered to qualified investors in private placements in certain
jurisdictions outside Canada, Australia and the United States of America in
accordance with Regulation S under the U. S. Securities Act of 1933, as
amended.
Mori Seiki Co., Ltd., Nagoya (Japan) and Mori Seiki International S. A., Le
Locle, Switzerland, who jointly hold 13.6% of the share capital of the
company at this time, have agreed with the company and the banks to
exercise their subscription rights and to acquire upon request new shares
of the company which were not subscribed for by other shareholders. Mori
Seiki Co., Ltd., Nagoya (Japan) and Mori Seiki International S. A., Le
Locle, Switzerland will acquire these shares at the subscription price or a
higher placement price but will only acquire such number of shares that
will lead to a maximum total shareholding of Mori Seiki Co., Ltd. and its
consolidated subsidiaries (including new shares acquired as a result of the
exercise of subscription rights) of 20.1% of the share capital of
GILDEMEISTER after the implementation of this capital increase. The Company
and the underwriters have agreed upon with Mori Seiki that Mori Seiki
acquires New Shares in respect of the private placement that were not
subscribed for by other shareholders proportional to its percentage share
in the Company's share capital. Beyond that, the underwriters have agreed
to acquire New Shares that are not subscribed for as part of the
Subscription Offer or are not placed as part of the Private Placement and
to do so at the subscription price.
GILDEMEISTER intends to use the net proceeds of approximately EUR 130
million from this rights offering and the net proceeds from the capital
increase excluding the subscription rights of existing shareholders
implemented a few days ago predominantly to reduce its financial
liabilities and thus reinforce the equity base.
The new shares and the shares issued in the capital increase implemented
shortly before this rights offering are expected to be admitted to trading
in the Regulated Market segment of the Frankfurt Stock Exchange and to the
sub-segment of the Regulated Market with additional post-admission
obligations (Prime Standard) of the Frankfurt Stock Exchange and to trading
in the Regulated Market segments of the stock exchanges in Berlin and
Düsseldorf on April 14, 2011. Inclusion of these shares in the existing
listing on the above stock exchanges is expected to occur on April 15,
2011.
Subject to approval by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht), a securities prospectus
will be published, currently expected on March 25, 2011, and will be
available from, among other sources, the company.
GILDEMEISTER Aktiengesellschaft
The Executive Board
This document does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities. Any offer will be made solely by means, and
on the basis of, a prospectus to be published prior to any offering of
securities of GILDEMEISTER Aktiengesellschaft which, following its
approval, will be published in the Internet under www.gildemeister.com and
held available free of charge at (among other places) GILDEMEISTER
Aktiengesellschaft (GildemeisterstraÃe 60, 33689 Bielefeld). Neither this
document nor the information contained herein is for distribution in or
into the United States of America (including its territories and
dependencies, any State of the United States and the District of Columbia)
(the 'United States') and must not be distributed to U. S. persons (as
defined in Regulation S under the U. S. Securities Act of 1933, as amended
(the 'Securities Act')) or to publications with a general circulation in
the United States. This document does not constitute an offer or invitation
to purchase any securities in the United States. The securities of
GILDEMEISTER Aktiengesellschaft have not been and will not be registered
under the Securities Act and may not be offered, sold or delivered in the
United States or to U. S. persons absent registration or an exemption from
the registration requirements of the Securities Act. There will be no
public offer of securities in the United States.
24.03.2011 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: Gildemeister Aktiengesellschaft
GildemeisterstraÃe 60
33689 Bielefeld
Deutschland
Phone: +49 (0)5205 74 30-01
Fax: +49 (0)5205 74 30-81
E-mail: info@gildemeister.com
Internet: www.gildemeister.com
ISIN: DE0005878003
WKN: 587800
Indices: MDAX
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
Standard); Freiverkehr in Hamburg, München, Stuttgart
End of Announcement DGAP News-Service
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DGAP-Adhoc: Gildemeister Aktiengesellschaft: Resolution on Rights Offering - Subscription Price of EUR 13.66 Fixed
| Source: EQS Group AG