Deutsche EuroShop AG / Key word(s): Capital Increase/Corporate Action
13.11.2012 17:49
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 or any other jurisdiction in which offers or
sales of the securities would be prohibited by applicable law -
Placement of convertible bonds and shares from a capital increase,
each excluding shareholders' pre-emptive rights,
for the financing of the acquisition of a shopping center
Hamburg, November 13, 2012 - The management board of Deutsche EuroShop AG,
Hamburg (ISIN DE0007480204), with the consent of the supervisory board, has
resolved to issue senior, unsecured convertible bonds convertible into
shares of Deutsche EuroShop AG (the 'Bonds'). The pre-emptive rights of
existing shareholders of Deutsche EuroShop AG to subscribe for the Bonds
are excluded. The Bonds will be issued only to qualified investors outside
the United States of America by way of an accelerated bookbuilding process
(the 'Bond Offering').
Bonds with a total placement volume of 100 million EUR convertible into up
to approximately 2.7 million no-par value registered shares of Deutsche
EuroShop AG, representing approximately 5.26% of the current share capital,
are to be placed. The Bonds will have a maturity of five years. The Bonds
will be issued and redeemed at 100% of their principal amount with a coupon
of between 1.00% - 1.75% p. a., payable semi-annually in arrears. The
initial conversion price will be set at a premium of 20% - 25% above the
placement price for a concurrent offering of ordinary shares as described
below.
Pricing for the convertible bonds is expected to take place on November 14,
2012 with settlement on or around November 20, 2012.
Furthermore, the management board of Deutsche EuroShop AG, with the consent
of the supervisory board, has resolved to increase the company's share
capital through partial use of authorized capital by up to 2,553,876.00 EUR
by issuing up to 2.553.876 new no-par value registered shares for cash with
entitlement to dividends as from January 1, 2012 (the 'New Shares'). The
New Shares represent approximately 4.95% of the current share capital.
Shareholders' subscription rights will be excluded. The new shares will be
offered only to qualified investors in Germany, the rest of Europe and
certain other jurisdictions by way of an accelerated bookbuilding process
(the 'Share Offering').
Pricing for the New Shares is expected to take place on November 14, 2012
with settlement on or around November 19, 2012.
Following the closing of these transactions, the final number of New Shares
issued together with the final number of shares underlying the Bonds based
on the initial conversion ratio will not exceed 10% of the current share
capital of Deutsche EuroShop AG. The maximum amounts mentioned with regard
to both offerings serve only to provide Deutsche EuroShop AG with
flexibility in the sizing of each transaction during the offering period.
The New Shares are expected to be admitted without a prospectus to trading
on the regulated market (regulierter Markt) and the sub-segment of the
regulated market with further post-admission obligations of the Frankfurt
Stock Exchange (Prime Standard).
Deutsche EuroShop AG intends to apply for the inclusion of the Bonds to
trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.
However, settlement and closing of the Bond Offering is not conditional
upon obtaining such inclusion to trading.
The company intends to use the proceeds of the offering, less transaction
costs, to finance an envisaged acquisition of a further shopping center in
Germany. The total investment volume for the shopping center amounts to
approximately 160 to 190 EUR million.
This publication constitutes neither an offer to sell nor the solicitation
of an offer to buy securities. In particular, this document constitutes
neither an offer to sell nor the solicitation of an offer to purchase
securities in the United States. The shares in, as well as the convertible
bonds of, Deutsche EuroShop AG (the 'Securities') may not be offered or
sold in the United States or to or for the account or benefit of 'U. S.
persons' (as such term is defined in Regulation S under the U. S.
Securities Act of 1933, as amended (the 'Securities Act')) absent
registration or an exemption from registration under the Securities Act.
The Securities have not been and will not be registered under the
Securities Act. There will be no public offering of the Securities in the
United States.
13.11.2012 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: Deutsche EuroShop AG
Oderfelder StraÃe 23
20149 Hamburg
Germany
Phone: +49 (0)40 413 579-0
Fax: +49 (0)40 413 579-29
E-mail: ir@deutsche-euroshop.de
Internet: www.deutsche-euroshop.de
ISIN: DE0007480204
WKN: 748020
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart
End of Announcement DGAP News-Service
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DGAP-Adhoc: Placement of convertible bonds and shares from a capital increase, each excluding shareholders' pre-emptive rights, for the financing of the acquisition of a shopping center
| Source: EQS Group AG