SCHULER AG / Key word(s): Capital Increase
10.06.2011 22:09
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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Schuler AG approves capital increase
With the consent of the Supervisory Board, the Board of Management of
Schuler AG today approved a capital increase against cash contribution from
authorized capital with subscription rights. The company's capital stock is
to be increased by EUR 16,900,000, from EUR 59,150,000 at present to EUR
76,050,000, by issuing 6,500,000 new common noÂpar value shares made out to
the bearer with a pro rata share of capital stock of EUR 2.60 each and with
full dividend entitlement as of October 1, 2010 ('New Shares'). The New
Shares will also enjoy the dividend preference of the shares with the ISIN
DE000A0V9A22.
The New Shares are to be offered for subscription to shareholders by way of
indirect subscription rights on the basis of a 7:2 subscription ratio in
the period June 17 to June 30, 2011 (including the aforementioned days
themselves). This means that two New Shares can be subscribed for every
seven of the company's old shares currently held. The sole global
coordinator and sole bookrunner is Joh. Berenberg, Gossler & Co. KG
('Berenberg').
The shareholders Schuler Beteiligungen GmbH and Süddeutsche Beteiligung
GmbH have undertaken to assign and transfer to Berenberg their subscription
rights to New Shares arising from the shares they hold in the company. The
assigned subscription rights entitle the holder to subscribe for a total of
4,329,183 New Shares.
In an underwriting agreement concluded with the company on June 10, 2011,
Berenberg undertook to offer the total 4,329,183 New Shares pertaining to
the assigned subscription rights to qualified investors by means of a
bookbuilding process prior to the beginning of the subscription offer,
probably in the period from June 14, 2011 to June 15, 2011
('Pre-Placement'). Moreover, subject to various standard market conditions
being met, Berenberg undertakes to purchase any New Shares not subscribed
by the existing shareholders and which are not part of the Pre-Placement at
a price of EUR 10.50 per share.
The final subscription price is expected to be set on June 15, 2011 after
completion of the bookbuilding process for the Pre-Placement.
The company plans to use the net proceeds from the issue of New Shares to
refinance the Schuler Group. The intention is to use the proceeds to
decrease the cash tranches of the syndicated loan and thus reduce the
Schuler Group's debt. The refinancing measures are aimed at strengthening
the company's equity ratio. It is expected that the new financial structure
will also enable the company to finance its planned growth.
Issuer:
Schuler AG, Bahnhofstrasse 41, 73033 Goeppingen, Germany
ISIN: DE000A0V9A22
WKN: A0V9A2
Ticker symbol: SCUN
Disclaimer
This publication does not constitute an offer to sell nor a solicitation to
buy securities of Schuler AG.
This document is not an offer of securities for sale or a solicitation of
an offer to purchase securities in the United States. The shares of Schuler
AG (the 'Shares') have not been registered under the U.S. Securities Act of
1933, as amended (the 'Securities Act') and may not be offered or sold in
the United States unless registered under the Securities Act or pursuant to
an exemption from such registration. There will be no public offering of
the Shares in the United States and the Shares will not be registered under
the Securities Act.
This document is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) to investment
professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (iii)
high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as 'relevant persons'). The Shares are
only available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such securities will be engaged in only with,
relevant persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents.
The information contained in this document is not for publication or
distribution in the United States, Canada, the People's Republic of China
or Japan.
Contact:
Schuler AG, Thomas Herrlinger, Head of Investor Relations, POB 12 22, 73012
Göppingen, Tel.: + 49 (0) 71 61 66-204, e-Mail: ir@schulergroup.com,
Company Spokesperson, Hans Obermeier, Tel. +49 71 61/66-201, e-mail:
pr@schulergroup.com
10.06.2011 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: SCHULER AG
BahnhofstraÃe 41
73033 Göppingen
Deutschland
Phone: +49 (0)7161 66-8 59
Fax: +49 (0)716 166-9 07
E-mail: ir@schulergroup.com
Internet: www.schulergroup.com
ISIN: DE000A0V9A22, DE0007210601
WKN: A0V9A2, 721060
Indices: Fokus Baden-Württemberg: BWX M
Listed: Regulierter Markt in Frankfurt (General Standard), Stuttgart;
Freiverkehr in Berlin, Düsseldorf, München
End of Announcement DGAP News-Service
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DGAP-Adhoc: SCHULER AG: Schuler AG approves capital increase
| Source: EQS Group AG