DGAP-News: Graphit Kropfmühl AG / Key word(s): AGM/EGM/Squeeze Out
Graphit Kropfmühl AG: FY 2011 and H1 2012 successful; AGM approves
merger-law squeeze out of minority shareholders against granting
appropriate compensation
30.08.2012 / 07:00
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Kropfmühl, Germany, August 30, 2012 --- The Annual General Meeting of
Graphit Kropfmühl AG (DEUTSCHE BOERSE: 'GKR') was held on Monday, August
27, 2012. Around 100 shareholders and guests accepted the invitation to the
conference centre of the Hanns Seidel Stiftung in Munich.
'The 2011 fiscal year was a successful year for the Graphit Kropfmühl
Group' stated CEO Martin Ebeling at the start of his comments and
explanations about the 2011 annual financial statements. The stable economy
on sales markets, and very strong demand growth for products among the
customers of the Graphit Kropfmühl Group formed the basis for the good
business development in the year under review. All revenue and earnings
targets were significantly exceeded in both segments.
Since the first half of 2012 reported a very satisfactory course, and to
the extent that economic circumstances do not worsen significantly in the
coming months, the Management Board of the Graphit Kropfmühl Group regards
the previous year's revenue as also achievable in 2012. However, the
previous year's good key figures can no longer be achieved. Special one
time effects and the strength of the US dollar compared with the Euro are
placing a brake on earnings growth.
The AGM agenda also included passing a resolution about the transfer of the
shares of the minority shareholders of Graphit Kropfmühl AG in connection
with a merger with AMG Mining AG (so-called squeeze-out on the basis of
merger law). Munich-based AMG Mining AG is the main shareholder in Graphit
Kropfmühl AG with an approximately 93.59% interest in its shares.
The CEO provided the related information, and explained the preconditions
and background connected with the resolution to transfer the shares of the
minority shareholders of Graphit Kropfmühl AG to AMG Mining AG in
connection with the merger. The shareholders who were in attendance were
presented with the basic calculation method and significant points of the
valuation surveys to confirm the appropriateness of the fixed cash
compensation of EUR 31.92 per share.
In the subsequent general debate, important shareholder questions regarding
the further strategic steps and opportunities of the Graphit Kropfmühl
Group following a merger were submitted. The questions from the
Shareholders also focused on detailed aspects underlying the calculation of
the fixed cash compensation.
During the further course of the meeting, the AGM approved all agenda items
with majorities in excess of 99%. The AGM decided to carry forward to a new
account the unappropriated retained earnings of the 2011 fiscal year in
their full amount of approximately EUR 9.818 million, to discharge the
Management and Supervisory boards, and to elect the proposed auditor for
the 2012 fiscal year.
The merger-law squeeze-out was approved with a majority of 99.69% of the
2,703,996 total votes submitted. If no actions to rescind are raised within
the one-month time limit, the merger-law squeeze-out could become effective
with the entry of the squeeze-out and the merger in the commercial register
in early October 2012. When this becomes effective, shareholders will
receive the cash settlement of EUR 31.92 per Graphit Kropfmühl share.
More information about Graphit Kropfmühl AG can be found at
www.gk-graphite.com.
Forward-looking statements
This press release contains statements concerning future developments which
are based on the information currently available, and are subject to risks
and uncertainties which could lead to the actual results differing from the
forward-looking statements. The statements regarding future developments
should not be seen as guarantees. The future developments and results are
dependent on a range of factors; they are subject to various risks and
imponderables and are based on assumptions which may prove to be incorrect.
These include, for instance, unforeseeable changes to political, economic
and social conditions.
About the Company
Graphit Kropfmühl AG specialises in the production of silicon-metal and is
a leading global provider of refined natural graphite with sites in Europe,
Asia and Africa. The Company, which is listed in the Prime Standard (ISIN:
DE0005896005), offers its customers silicon-metal and graphite for a wide
range of different applications. Silicon-metal is employed in the
chemicals, aluminium, semi-conductor and solar cell industries. High
quality graphite is used in products such as lubricants, carbon brushes in
electrical motors and in the chemicals industries for insulation and energy
saving solutions.
End of Corporate News
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30.08.2012 Dissemination of a Corporate News, transmitted by DGAP - a
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Language: English
Company: Graphit Kropfmühl AG
LangheinrichstraÃe 1
94051 Hauzenberg
Germany
Phone: +49 (0)8586/609-104
Fax: +49 (0)8586/609-111
E-mail: ir@gk-graphite.com
Internet: www.gk-graphite.com
ISIN: DE0005896005
WKN: 589600
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
Stuttgart
End of News DGAP News-Service
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183287 30.08.2012
DGAP-News: Graphit Kropfmühl AG: FY 2011 and H1 2012 successful; AGM approves merger-law squeeze out of minority shareholders against granting appropriate compensation
| Source: EQS Group AG