GAGFAH S.A. / Key word(s): Capital Increase
09.07.2013 18:35
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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THIS ANNOUNCEMENT MAY NOT BE PUBLISHED, TRANSMITTED OR DISTRIBUTED IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN OR INTO ANY
JURISDICTION WHERE DOING SO WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY
SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA,
CANADA OR JAPAN. 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.
Ad hoc Release: July 9, 2013
GAGFAH S.A.
2-4, rue Beck
L-1222 Luxembourg
ISIN: LU0269583422
Frankfurt Stock Exchange (Ticker Symbol: GFJ)
Regulated Market (Prime Standard)
GAGFAH intends sale of treasury shares and increase of capital / Fortress
intends reduction of shareholdings in GAGFAH
- GAGFAH intends to sell a total of 20,000,000 shares consisting of
- 9,500,000 new shares under its authorized capital and
- 10,500,000 existing treasury shares
- Fortress intends to sell 20,000,000 GAGFAH shares which, assuming the
full number is sold, would reduce its shareholdings in GAGFAH to below
50%
- The net proceeds from the offering of the new shares and the treasury
shares will allow GAGFAH to pursue additional value enhancing capex
projects and further optimize its capital structure
Today, GAGFAH S.A. ('GAGFAH' or the 'Company') resolved, subject to
completion, to proceed with a capital increase and issue 9,500,000 new
shares (4.6% of the current share capital) against cash contributions and
under exclusion of shareholders' preferential subscription rights. The
successful completion of this transaction and full issuance of the new
shares will increase the Company's share capital to EUR 269,940,694.
Additionally, GAGFAH intends to sell 10,500,000 existing shares (5.1% of
GAGFAH's current share capital) from its treasury shares.
Various entities managed by Fortress Investment Group LLC (together
'Fortress') intend to sell 20,000,000 GAGFAH shares, which, assuming the
full number is sold, would reduce the Fortress-managed shareholdings in the
Company to below 50% (on a diluted basis assuming the issuance of 9,500,000
new shares pursuant to the capital increase).
GAGFAH intends to use approximately two-thirds of the net proceeds from the
offering of the new shares and treasury shares towards optimizing its
capital structure through, among other things, the repayment of certain
higher interest-bearing loans and the remaining one-third of the net
proceeds for value enhancing capex projects. GAGFAH will not receive any
proceeds from the sale of shares by Fortress entities.
The final size and pricing of the transaction will be determined by way of
an accelerated bookbuilding process. The shares will be offered to
qualified investors only. Both GAGFAH and Fortress have agreed to a lock-up
of 120 days as of the closing of the transaction.
It is expected that the new shares will be admitted to trading on the
regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Prime
Standard) on or around 11 July 2013 and that commencement of trading will
take place on or around 12 July 2013.
Contact
GAGFAH S.A.
Investor Relations
2-4, rue Beck
L-1222 Luxembourg
Tel.: +352 266 366 21
Mail: rhoffmann@gagfah.com
www.gagfah.com
R.C.S. Luxembourg B 109.526
This announcement is for information purposes and is not intended to
constitute, and should not be construed as an offer to sell or a
solicitation to buy or subscribe to any securities, and the offer of GAGFAH
S.A. shares does not constitute a public offer in any jurisdiction. Any
public offer of securities would be made by means of a prospectus that
contains detailed information about GAGFAH S.A., including financial
statements. In accordance with the Prospectus Directive (2003/71/EC, as
amended by Directive 2010/73/EU), no prospectus is required in connection
with the issuance of securities described in this announcement. A
prospectus will not be published in connection with the bookbuild.
Neither this announcement nor the information contained in it may be taken,
transmitted or distributed directly or indirectly into the United States of
America (including its territories and dependencies, any State of the
United States and the District of Columbia). The securities referred to
herein have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the 'Securities Act'), and may not be offered or
sold in or into the United States of America except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. Neither this announcement nor the
information contained herein constitutes or forms part of an offer of
securities for sale or the solicitation of an offer to buy securities in
the United States of America or in any other jurisdiction. There will be no
public offer of any securities in the United States or in any other
jurisdiction.
This announcement includes statements that are, or may be deemed to be,
forward-looking statements. Any forward-looking statements are subject to
risks relating to future events and assumptions relating to GAGFAH's
business. No assurances can be given that the forward-looking statements in
this announcement will be realized. As a result, no undue reliance should
be placed on these forward-looking statements as a prediction of actual
results or otherwise.
09.07.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: GAGFAH S.A.
2-4, rue Beck
1222 Luxemburg
Grand Duchy of Luxembourg
Phone: + 352 266 366 1
Fax: + 352 266 366 01
E-mail: info@gagfah.com
Internet: www.gagfah.com
ISIN: LU0269583422, LU0269583422
WKN: A0LBDT
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, München, Stuttgart
End of Announcement DGAP News-Service
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DGAP-Adhoc: GAGFAH S.A.: GAGFAH intends sale of treasury shares and increase of capital / Fortress intends reduction of shareholdings in GAGFAH
| Source: EQS Group AG