Gigaset AG / Key word(s): Corporate Action/Capital Increase
25.06.2014 08:17
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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Gigaset resolves upon issuance of new shares and convertible bonds with
subscription rights
München, 25 June 2014 - Gigaset AG (ISIN DE0005156004) resolved today to
increase its share capital by way of a rights offering of shares and to
issue a new convertible bond.
The Executive Board of Gigaset AG ("the Company"), with the approval of the
Supervisory Board, resolved to make partial use of the Company's authorized
capital to increase its share capital by EUR 25,051,279.00 (approximately
26% of the current share capital) by issuing 25,051,279 bearer shares of
common stock without par value (no-par shares) against cash contributions.
The new shares will carry full dividend rights as of January 1, 2014. The
new shares will be offered by the Company through indirect subscription
rights to its existing shareholders and holders of the convertible bond
issued by the Company in 2013 ("2013 convertible bond") at a subscription
ratio of 43:11 (which means 43 subscription rights carry the right to
acquire 11 new shares), whereby each existing share and each fractional
2013 convertible bond grants one subscription right. The issue price per
new share amounts to EUR 1.00.
Furthermore, the Executive Board of Gigaset AG, with the approval of the
Supervisory Board, resolved to issue a convertible bond against cash
contributions that will mature in 2016 and will be divided into 9,476,877
bearer bonds of equal rank, each with a nominal amount of EUR 1.00. Each
such bond will be convertible into one no-par bearer share of the Company
with a nominal participation in the share capital of the Company of EUR
1.00 per share and full dividend rights as of the year of issuance
("Convertible Bonds"). The Convertible Bonds will be offered by the Company
through indirect subscription rights to its existing shareholders and
holders of the 2013 convertible bond at a subscription ratio of 31:3 (which
means 31 subscription rights carry the right to acquire three Convertible
Bonds), whereby each existing share and each fractional 2013 convertible
bond grants one subscription right. The issue price per Convertible Bond
amounts to EUR 1.00. The conversion period is expected to begin on December
10, 2014, and the maturity date is expected to be January 23, 2016. The
Convertible Bonds will bear interest at a rate of 3.0% p.a. on their
nominal value and are subject to mandatory conversion into shares of the
Company at the end of their term.
In both cases, the subscription rights of existing shareholders have been
excluded only to the extent required to grant holders of the 2013
convertible bond subscription rights to new shares or bonds to the same
extent that they would hold such subscription rights upon voluntary or
mandatory conversion of their bonds. The Company will not arrange for
subscription rights trading.
The securities prospectus required for both measures is currently under
review by the German financial markets regulatory authority Bundesanstalt
für Finanzdienstleistungsaufsicht (BaFin); the Executive Board expects the
approved prospectus to be published on June 27, 2014 on the Company's web
site. The subscription period is expected to last from July 1, 2014 to July
14, 2014. Listing of the new shares form the authorized capital as well as
from the conditional capital is planned to take place on July 23, 2014 at
the Frankfurt Stock Exchange under the interim ISIN DE000A1YDAG7.
Goldin Fund Pte. Ltd., Singapore (Singapore), has irrevocably undertaken to
exercise the subscription rights stemming from its existing shares and to
purchase any new shares or Convertible Bonds which have not been subscribed
for by other existing shareholders during the subscription period at a
price equal to the subscription price.
The Company plans to use the net proceeds from the issuance of new shares
of EUR 24.6 million and from the issuance of Convertible Bonds of approx.
EUR 9.3 million to retire the debt outstanding under its existing
syndicated loan facility, which is expected to amount to approx. EUR 17.2
million (including accrued and unpaid interest as of such time), and to
repay an upstream loan granted by the affiliated company Gigaset Mobile
Pte. Ltd., Singapore (Singapore) in the nominal value of EUR 8.0 million.
The remaining amount of around EUR 8.7 million is to be used to expand the
Company's business.
Disclaimer:
This document is an advertisement and not a prospectus. This announcement
is not an offer for sale of securities in the United States or in any other
jurisdiction in which such offer may be restricted. The securities referred
to herein may not be sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933, as
amended. Gigaset AG does not intend to register all or any portion of the
offering of the securities in the United States or to conduct a public
offering of the securities in the United States or elsewhere, except for
Germany.
This communication does not constitute an offer of securities to the public
in the United Kingdom. No prospectus has been or will be approved in the
United Kingdom in respect of the securities. This communication is being
distributed to and is directed only at (i) persons who are outside the
United Kingdom or (ii) persons who are investment professionals within the
meaning of Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") and (iii) high net worth
entities, and other persons to whom it may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as "Relevant Persons"). Any investment activity
to which this communication relates will only be available to and will only
be engaged with, Relevant Persons. Any person who is not a Relevant Person
should not act or rely on this document or any of its contents.
Gigaset AG, Munich, is an internationally operating company in the area of
communications technology. It is Europe's market leader in DECT telephones.
The premium supplier is likewise the leader worldwide with around 1,400
employees and sales activities in around 70 countries. Under the name
Gigaset pro, the company continues to develop and market innovative
business telephony solutions for small and medium-sized enterprises. The
company also operates in the smart home arena. Cutting-edge, cloud-based
products and solutions for the smart home are developed and marketed under
the name Gigaset elements.
Gigaset AG is listed on the Prime Standard of Deutsche Börse and is
therefore subject to the highest requirements for transparency. Its shares
are traded on the Frankfurt Stock Exchange under the symbol 'GGS' (ISIN:
DE0005156004).
More information on Gigaset can be found at: http://www.gigaset.com
Kontakt:
Gigaset AG
Stefan Zuber
Corporate Communications &
Investor Relations
Tel.: +49 (0)89 444456-866
E-Mail: info@gigaset.com
25.06.2014 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: Gigaset AG
HofmannstraÃe 61
81379 München
Germany
Phone: +89444456937
Fax: +89444456930
E-mail: info@gigaset.com
Internet: www.gigaset.com
ISIN: DE0005156004
WKN: 515600
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: Gigaset AG: Gigaset resolves upon issuance of new shares and convertible bonds with subscription rights
| Source: EQS Group AG