GRENKELEASING AG / Key word(s): Capital Increase
Dissemination of an Ad hoc announcement according to Â§ 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
Not for distribution or release in or into the United States of America,
Australia, Canada or Japan, or in any other jurisdiction in which offers or
sales would be prohibited by applicable law.
Baden-Baden, 21 February 2013: The management board of GRENKELEASING AG,
with the approval of the supervisory board, today resolved on a capital
increase in the amount of up to 7.42% of the current share capital against
cash contributions and under the exclusion of current shareholders'
subscription rights. The company's share capital will be increased by up to
EUR 1,298,554.84 from EUR 17,491,421.86 to up to EUR 18,789,976.70 against
cash contribution through the partial exercise of the company's authorized
capital which was resolved upon by the annual general meeting on 12 May
2009. The company will issue up to 1,015,901 new ordinary no-par value
bearer shares with equal dividend entitlement as the existing outstanding
shares of the company. The new shares will be privately placed with
qualified investors and other selected investors outside the United States
of America, Canada, Australia and Japan in an accelerated bookbuilding.
The net proceeds from the capital increase are intended to strengthen the
equity base of GRENKELEASING AG and serve as a foundation for the
implementation of its growth strategy.
Founder and CEO Wolfgang Grenke supports the capital increase and has
committed himself to subscribe, together with his family, to new shares
with a total volume of up to EUR 9 million. In addition, Mr Wolfgang Grenke
has committed himself not to sell any GRENKELEASING shares within the next
In this context, GRENKELEASING AG has committed itself not to issue any
further GRENKELEASING shares or derivative instruments on GRENKELEASING AG
shares within the next six months.
The new shares shall be admitted to trading on the regulated market
(Regulierter Markt) without a prospectus and are expected to be included in
the existing quotation of the Company's shares in the sub-segment of the
regulated market with additional post-admission obligations (Prime
Standard) on the Frankfurt Stock Exchange. HSBC will be acting as sole
bookrunner for the transaction.
Head of Investor Relations
Neuer Markt 2
Phone: +49 7221 5007-204
Fax: +49 7221 5007-112
This publication may not be published, distributed or transmitted, directly
or indirectly, in the United States (including its territories and
possessions), Canada, Australia or Japan or any other jurisdiction where
such an announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons
into whose possession this document or other information referred to herein
should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This publication does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of GRENKELEASING AG in the
United States, Germany or any other jurisdiction. Neither this announcement
nor anything contained herein shall form the basis of, or be relied upon in
connection with, any offer or commitment whatsoever in any jurisdiction.
The securities of GRENKELEASING AG may not be offered or sold in the United
States absent registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended (the 'Securities Act'). The securities
of GRENKELEASING AG have not been, and will not be, registered under the
In the United Kingdom, this document is only being distributed to and is
only directed at persons who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the 'Order') or (ii) are
persons falling within Article 49(2)(a) to (d) of the Order (high net worth
companies, unincorporated associations, etc.) (all such persons together
being referred to as 'Relevant Persons'). This document is directed only at
Relevant Persons and must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to which this
document relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
In member states of the European Economic Area ('EEA') which have
implemented the Prospectus Directive (each, a 'Relevant Member State'),
this announcement and any offer if made subsequently is directed
exclusively at persons who are 'qualified investors' within the meaning of
the Prospectus Directive ('Qualified Investors'). For these purposes, the
expression 'Prospectus Directive' means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in a Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression '2010
PD Amending Directive' means Directive 2010/73/EU.
No action has been taken that would permit an offering of the securities or
possession or distribution of this announcement in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about and to observe
any such restrictions.
In connection with any offering of the shares of GRENKELEASING AG (the
'Shares'), HSBC Trinkaus & Burkhardt AG ('HSBC') and any of its affiliates
acting as an investor for their own account may take up as a proprietary
position any Shares and in that capacity may retain, purchase or sell for
their own account such Shares. In addition HSBC or its affiliates may enter
into financing arrangements and swaps with investors in connection with
which HSBC (or its affiliates) may from time to time acquire, hold or
dispose of Shares. HSBC does not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
HSBC is acting on behalf of GRENKELEASING AG and no one else in connection
with any offering of the Shares and will not be responsible to any other
person for providing the protections afforded to clients of HSBC nor for
providing advice in relation to any offering of the Shares.
21.02.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
Company: GRENKELEASING AG
Neuer Markt 2
Phone: +49 (0)7221 50 07-204
Fax: +49 (0)7221 50 07-112
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, DÃ¼sseldorf, Hamburg, MÃ¼nchen, Stuttgart
End of Announcement DGAP News-Service