SCHULER AG / Key word(s): Capital Increase
15.06.2011 21:31
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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Placement and subscription price amount to EUR 10.50
Further to the capital increase against cash contribution from authorized
capital with subscription rights approved by the Board of Management of
Schuler AG on June 10, 2011, with the consent of the Supervisory Board, the
Board of Management and the sole global coordinator and sole bookrunner
Joh. Berenberg, Gossler & Co. KG ('Berenberg') today jointly agreed, with
the consent of the Supervisory Board, that the placement price for the
shares offered as part of the pre-placement process and the subscription
price for the shares offered as part of the subscription offer shall amount
to EUR 10.50. The placement and subscription price was set by means of a
bookbuilding process during the pre-placement phase.
In the course of the capital increase, 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'). On the
basis of the 6,500,000 new noÂpar value shares made out to the bearer, the
company will receive gross issue proceeds of EUR 68,250,000 from the
placement.
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.
In the course of the pre-placement, and prior to the beginning of the
subscription offer, Berenberg already privately placed a total of 4,329,183
New Shares with qualified investors in the Federal Republic of Germany and
outside the Federal Republic of Germany (with the exception of the United
States of America as well as Canada, Japan and Australia) in accordance
with Regulation S of the Securities Act of 1933 in the respective valid
version. To this end, Schuler Beteiligungen GmbH and Süddeutsche Erste
Verwaltungs GmbH assigned to Berenberg the subscription rights to New
Shares due to them under the subscription offer in order to raise Schuler's
free float portion and thus make the share even more attractive for
investors. The New Shares acquired during the pre-placement are expected on
June 17, 2011.
The New Shares are likely to be admitted for trading on the Regulated
Market (General Standard) of the Frankfurt and Stuttgart stock exchanges on
June 16, 2011. The first listing is expected on June 17, 2011.
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
15.06.2011 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: Placement and subscription price amount to EUR 10.50
| Source: EQS Group AG