RHÃN-KLINIKUM AG / Key word(s): AGM/EGM/Miscellaneous
29.04.2014 17:17
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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Ad hoc-Notification pursuant to Section 15 (1) of the German Securities
Trading Act Wertpapierhandelsgesetz - WpHG)
Agenda of the Annual General Meeting on 12 June 2014
The supervisory board of RHÃN-KLINIKUM Aktiengesellschaft today resolved on
the agenda of the Annual General Meeting on 12 June 2014. The invitation
will include, inter alia, the following proposed resolutions of the
management board and the supervisory board:
1. The company's approved annual financial statements as per 31 December
2013 show a net distributable profit of EUR 1,704,524,834.19. A portion of
the net distributable profit in the amount of EUR 34,552,000.00 shall be
used for the distribution of a dividend in the amount of EUR 0.25 per
no-par value share with dividend entitlement. The remaining amount of EUR
1,669,972,834.19 shall be used for a buyback of own shares and the
subsequent reduction of the share capital by means of redemption in
simplified procedure (Einziehung im vereinfachten Verfahren) (see a) below)
or - alternatively - under certain conditions for the distribution of a
further dividend (see b) below):
a) It shall be proposed to the Annual General Meeting to reduce the share
capital of the company from EUR 345,580,000.00 by an aggregate amount of up
to EUR 177,354,802.50 to up to EUR 168,225,197.50 by means of a redemption
in simplified procedure of shares to be acquired (Section 237 (3) no. 2 of
the German Stock Corporation Act (Aktiengesetz - AktG)). For this purpose
the management board shall be authorized pursuant to Section 71 (1) no. 6
AktG to acquire, with the approval of the supervisory board, shares in the
company representing a prorated amount of the share capital of up to EUR
177,354,802.50. The share buyback shall, subject to the principle of equal
treatment, be implemented outside the stock exchange by means of a public
tender offer directed at all shareholders ("Public Tender Offer 2014"). The
Public Tender Offer 2014 will be conducted only after the resolution on the
share capital reduction has been entered into the commercial register. The
entry into the commercial register may be delayed or entirely fail in case
of lawsuits against the resolution on the share capital reduction.
The shares to be redeemed shall be acquired and redeemed by the company
during the period ending upon expiry of 12 December 2014 ("Completion
Period"). In case of a lawsuit against the resolution on the share capital
reduction the Completion Period automatically extends until expiry of 12
January 2015. The Public Tender Offer 2014 shall provide a period for the
acceptance of the Public Tender Offer 2014 ("Acceptance Period"). The
Acceptance Period must end no later than upon expiry of 30 November 2014
and, in case of an extension of the Completion Period, no later than upon
expiry of 31 December 2014 (respectively "Latest Acceptance Date").
The tender price per share (without incidental acquisition costs) offered
by the company may not fall short of and not exceed by more than 7% the
weighted average stock exchange price at the Frankfurt Stock Exchange,
determined on the basis of the arithmetic mean of the closing prices of the
RHÃN-KLINIKUM share in XETRA trading (or a comparable successor trading
system), on the last three trading days before the day of the first public
announcement of the Public Tender Offer 2014, hence before this 29 April
2014 (such three-day average stock exchange price the "Reference Stock
Quote"). The Reference Stock Quote determined according to the foregoing
rules is EUR 23.54. The tender price will be determined by the resolution
on the offer document (Angebotsunterlage) for the Public Tender Offer 2014.
In case the stock exchange price should substantially deviate from the
Reference Stock Quote after the first public announcement of the Public
Tender Offer 2014, the Reference Stock Quote may be adjusted. An adjustment
of the Reference Stock Quote during the running Acceptance Period is
excluded.
It is intended to establish a put right trading on the stock exchange
(börsenmäÃiger Andienungsrechtehandel) during the Acceptance Period
determined for the Public Tender Offer 2014. The shareholders do not have a
right to the establishment of a put right trading on the stock exchange.
The company holds the view that the resolution on the reduction of the
share capital by means of redemption of shares after acquisition may be
adopted by a simple majority of the represented share capital. The
requirement of a qualified majority of more than 90% of the represented
share capital pursuant to Section 17 (4) of the Articles of Association
does in the company's opinion not apply to this resolution. However, the
company seeks to obtain the broadest possible approval, also to protect the
resolution in the best possible way.
b) As a fallback position, the management board and the supervisory board
will propose to the Annual General Meeting to use an amount of EUR
1,669,552,640.00 for the distribution of a further dividend of EUR 12.08
per no-par value share with dividend entitlement ("Further Dividend"). A
Further Dividend shall, however, only be distributed instead of the Public
Tender Offer 2014 if one of the two following conditions precedent is
satisfied:
(i) The Annual General Meeting has not adopted the resolution on the share
capital reduction (see a) above).
or
(ii) The Annual General Meeting has adopted the resolution on the share
capital reduction and no own shares were tendered to the company based on
the Public Tender Offer 2014 until expiry of the applicable Latest
Acceptance Date (see a) above). This may in particular be the case if the
Public Tender Offer 2014 cannot occur within the Completion Period because
the resolution on the share capital reduction has not been entered into the
commercial register.
In case of a distribution of a Further Dividend, an amount of EUR
420,194.19 will be carried forward to new account.
2. In addition, the management board shall be authorized to acquire during
the period starting on 12 January 2015 and ending on 31 December 2015, with
the supervisory board's approval and for the purpose of redemption, own
shares representing up to 10% of the share capital in the amount of EUR
345,580,000.00 existing at the time of the resolution or - in case this
amount is lower - the share capital existing at the time the authorization
is exercised. The limitation of the authorization to 10% of the relevant
share capital is owed to legal requirements. It does not imply a limitation
of a possible further distribution of funds to the shareholders in the year
2015.
3. The supervisory board member Mr Detlef Klimpe has resigned from the
supervisory board effective as of the ending of the Annual General Meeting
2014. The supervisory board will propose to the Annual General Meeting to
elect Professor Dr. h.c. Ludwig Georg Braun as his successor for a term of
office ending upon the completion of the annual general meeting 2015. In
addition, it shall be proposed to the Annual General Meeting to elect the
currently court appointed members of the supervisory board, Mr Stephan
Holzinger, Mrs Dr. Katrin Vernau and Mr Reinhard Hartl, for a term of
office ending upon the completion of the annual general meeting 2015.
4. Furthermore, the Annual General Meeting 2014 shall have the opportunity
to abrogate with simple majority vote the resolution of the annual general
meeting 2013 regarding the amendment of the Articles of Association through
deletion of the so called "90 % provision". The management board and the
supervisory board are still convinced that the annual general meeting's
resolution regarding the amendment of the Articles of Association was duly
effected. Against the background of the progressed development of the
company since the last annual general meeting and in order to avoid a long
lasting and costly continuation of the lawsuits against the annual general
meeting's resolution, the management board and the supervisory board
consider it reasonable and appropriate to again give the shareholder a say.
It will therefore be left to the Annual General Meeting 2014 to abrogate
the resolution on the amendment of the Articles of Association adopted by
the annual general meeting 2013. To enable this, a respective resolution is
proposed to abrogate the resolution adopted by the annual general meeting
2013.
The details on the proposed resolutions and the voluntary report of the
management board regarding the proposed resolutions described in Sections 1
and 2 above are provided in the invitation to the Annual General Meeting
2014. The invitation will presumably be published on 5 May 2014.
Contact:
Dr. Kai G. Klinger
Head of Investor Relations
RHÃN-KLINIKUM AG
Schlossplatz 1
97616 Bad Neustadt a. d. Saale
Telefon: +49 (0) 9771 65-1318
Telefax: +49 (0) 9771 99-1736
E-Mail: ir@rhoen-klinikum-ag.com
Achim Struchholz
Corporate Communications
RHÃN-KLINIKUM AG
Schlossplatz 197616 Bad Neustadt a. d. Saale
Telefon: +49 (0) 9771 65-1327
Telefax: +49 (0) 9771 65-1820
E-Mail: kommunikation@rhoen-klinikum-ag.com
29.04.2014 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: RHÃN-KLINIKUM AG
Schlossplatz 1
97616 Bad Neustadt a.d.Saale
Germany
Phone: +49 (0)9771 - 65-0
Fax: +49 (0)9771 - 97 467
E-mail: rka@rhoen-klinikum-ag.com
Internet: www.rhoen-klinikum-ag.com
ISIN: DE0007042301
WKN: 704230
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard), München;
Freiverkehr in Berlin, Düsseldorf, Hamburg, Stuttgart
End of Announcement DGAP News-Service
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DGAP-Adhoc: RHÃN-KLINIKUM AG: Agenda of the Annual General Meeting on 12 June 2014
| Source: EQS Group AG