Herlitz AG / Key word(s): Agreement
10.11.2014 19:11
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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AD-HOC ANNOUNCEMENT ACCORDING TO SECTION 15 OF THE GERMAN SECURITIES
TRADING ACT (WPHG)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Berlin, 10 November 2014
Announcement of the conclusion of a non-binding Heads of Agreement
Further to the announcements made by Herlitz AG on 8 July 2014 and 15 July
2014, the Management Board of Herlitz AG is pleased to announce that it has
reached a general agreement with Pelikan International Corporation Berhad,
Malaysia (PICB) on the implementation of assets of the Pelikan Group into
Herlitz AG (Herlitz).
On 10 November 2014, Herlitz reached a non-binding Heads of Agreement (HoA)
with PICB, Pelikan Holding AG, Switzerland (PHAG), Pelikan Nederland B.V.,
Netherlands (PNBV) and MOLKARI Vermietungsgesellschaft mbH & Co. Objekt
Falkensee KG, Berlin (MOLKARI) on the key terms of the proposed
transaction. According to that, the transaction consists of the following
elements:
- the issuance of up to 32,867,765 new bearer shares with a nominal value
of EUR1.00 per share in Herlitz (New Shares I) against cash
contribution at an issue price of EUR1.00 per share;
- the injection of assets within PICB, PHAG, PNBV and MOLKARI into
Herlitz for a total consideration of EUR231,224,500.00 in exchange for
issuance of 231,224,500 new bearer shares with a nominal value of
EUR1.00 per share in Herlitz (New Shares II) (New Shares I and I
together the New Shares);
- an offer for subscription to the shareholders (except for PICB)
(Minority Shareholders) at a total subscription ratio of 1:29, to be
made (i) by the accompanying bank admitted to subscribing the New
Shares I at a subscription ratio of 1:10 for the New Shares I and (ii)
by the Contributors joint and severally admitted to subscribing the New
Shares II at a subscription ratio of 1:19 for the New Shares II, each
at a subscription price of EUR1.00 per share;
- (excepting such New Shares I having been subscribed by the Minority
Shareholders in the Subscription Offer) the placement of the New Shares
I by way of public offer for sale by Herlitz (through the accompanying
bank) with priority over the placement of the New Shares II (see below)
(Offer for Sale by Herlitz);
- (deducting such New Shares II having been subscribed by the Minority
Shareholders in the Subscription Offer) the placement of up to
60,000,000 New Shares II by way of public offer for sale by the
Contributors with second priority (Offer for Sale by the Contributors);
- the application for admission to the trading on the regulated market
(general standard) at the Frankfurt Stock Exchange for the New Shares I
and the existing shares which have not yet been admitted to trading;
- the change of the registered company name of Herlitz to Pelikan AG.
According to the HoA, the Contributors will contribute 100 % of the equity
interest in Pelikan Mexico S.A. de CV, Pelikan Japan K.K., Pelikan Middle
East FZE, Pelikan Vertriebsgesellschaft mbH & Co. KG, Pelikan Vertrieb
Verwaltungs-GmbH, Pelikan N.V./S.A., Pelikan (Schweiz) AG, Pelikan Italia
S.p.a. (Italien), Pelikan Colombia S.A.S. and Pelikan Argentina S.A. as
well as the property in Falkensee including buildings (the logistics and
production centre Falkensee) and accessories against issuance of the New
Shares II at an issue price of EUR1.00 per New Share II as follows:
PICB shall contribute and transfer to Herlitz the following assets with
effect as of 1 January 2015, 0:00 Uhr CET as contributions in kind:
- 50.01 % equity of Pelikan Mexico S.A. de CV, Puebla, Pue (Mexico),
PPE6303308C8;
- 75 % equity of Pelikan Japan K.K., Tokyo (Japan), 0105-01-018998; as
well as
- 100 % equity of Pelikan Middle East FZE, Sharjah (United Arab
Emirates), 001-001-03823;
against issuance of 56,703,946 New Shares II.
PHAG, a 96.45 % subsidiary of PICB, shall contribute and transfer to
Herlitz the following assets with effect as of 1 January 2015, 0:00 Uhr CET
as contributions in kind:
- 100 % equity of Pelikan Vertriebsgesellschaft mbH & Co. KG, Hannover
(Germany), Amtsgericht Hannover, HRA 24756, which must be free from
obligations under a debtor warrant in favor of PHAG which amounted to
EUR 57,711,252.10 as of 31 December 2013;
- 100 % equity of Pelikan Vertrieb Verwaltungs-GmbH, Hannover (Germany),
Amtsgericht Hannover, HRB 51230;
- 100 % equity of Pelikan N.V./S.A., Groot-Bijgaarden (Belgium),
0414.706.870;
- 100 % equity of Pelikan (Schweiz) AG, Feusisberg SZ (Switzerland),
CHE-108.103.070;
- 49,99 % equity of Pelikan Mexico;
- 25 % equity of Pelikan Japan;
- 9.13 % equity of Pelikan Colombia S.A.S., Bogota, D.C. (Colombia),
21.133; as well as
- 3.24 % equity of Pelikan Argentina S.A., Buenos Aires (Argentina),
235940;
against issuance of 123,410,554 New Shares II.
PNBV, a 100 % subsidiary of PHAG, shall contribute and transfer to Herlitz
the following assets with effect as of 1 January 2015, 0:00 hours CET as
contribution in kind:
- 100% equity of Pelikan Italia S.p.a. (Italy), 07633050153;
against issuance of 1,110,000 New Shares II.
MOLKARI, a 98.54 % subsidiary of PICB, shall contribute and transfer to
Herlitz the following assets with effect as of 1 January 2015, 0:00 hours
CET as contribution in kind:
- the property in Falkensee, registered in the land register in Falkensee
of the district court of Nauen, folio 18944, cadastral district 31,
cadastral units 732, 1176 and 1180 as well as cadastral district 32,
cadastral units 45, 141, 142, 143, 158 and 189 including buildings and
accessories free from encumbrances in division III;
against issuance of 50,000,000 New Shares II.
The Contributors shall undertake vis-Ã -vis Herlitz and by way of contract
to the benefit of a third party pursuant to Section 328 para. 1 BGB also
vis-Ã -vis the Minority Shareholders to joint and severally offer for
subscription the required amount of shares from the New Shares II
subscribed by the Contributors to the Minority Shareholders at a ratio of
1:19 at a subscription price of EUR1.00 per New Share II.
PICB has undertaken vis-Ã -vis Heritz in a legally binding way not to
exercise its subscription rights with regard to the issuance of the New
Shares I.
Herlitz and the Contributors have agreed to jointly instruct an
accompanying bank with the performance of the Offer for Sale by Herlitz and
the Offer for Sale by the Contributors with the proviso that the Offer for
Sale by Herlitz has priority.
Herlitz and the Contributors have agreed to enter into a legally binding
contribution agreement prior to the beginning of the offer period for the
Subscription Offer which will govern the Contribution in Kind (as agreed in
the HoA) and will contain further terms and conditions (including, without
limitation, on warranties, legal consequences of a breach of warranties,
the limitation of liability, the limitation of claims and tax indemnity) in
accordance with market practice (which is to be confirmed to the Management
Board of Herlitz by the respective advisors engaged by Herlitz) and which
will contain as condition subsequent, and thus become null and void if this
condition will not be met, that the Capital Increase has been registered in
the commercial register until 28 February 2015 at the latest, unless
Herlitz and the Contributors agree otherwise.
Announcement of the approval of the Supervisory Board on the proposed
transaction
The Supervisory Board has approved the proposed transaction as described
and agreed upon in the non-binding heads of agreement following its meeting
on 5 November 2014 by a circular resolution on 10 November 2014. Further,
the Supervisory Board has decided to propose the resolutions necessary for
the implementation of the transaction to the shareholders at the
extraordinary meeting.
Announcement of the convention of an extraordinary general meeting
regarding the proposed transaction, the capital increase and the change of
name
Herlitz announces the decision of the Management Board and the Supervisory
Board to convene an extraordinary general meeting of Herlitz on 19 December
2014 in Berlin. The extraordinary meeting shall adopt the proposed
resolutions regarding the capital increase against cash and against
contribution in kind under the exclusion of the statutory subscription
rights as described above.
The share capital of the company, which currently amounts to EUR
10,907,735.00 shall be increased by a minimum of EUR 231,224,500.00 and a
maximum of EUR 264,092,265.00 to a minimum of EUR 242,132,235.00 and a
maximum of EUR 275,000,000.00 by issuing of a minimum of 231,224,500 and a
maximum of 264,092,265 new bearer shares with a calculated share in the
company's share capital of EUR 1.00 per share.
Additionally, the general meeting shall adopt the proposed resolution
regarding the change of the registered company name of Herlitz to "Pelikan
AG".
DISCLAIMER: THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A
PROSPECTUS AND HERLITZ AG SHAREHOLDERS SHOULD NOT MAKE ANY INVESTMENT
DECISION IN RELATION TO THE HERLITZ AG SHARES EXCEPT ON THE BASIS OF THE
HERLITZ AG PROSPECTUS WHICH WILL BE AVAILABLE FREE OF CHARGE AT HERLITZ AG
AFTER APPROVAL BY THE FEDERAL FINANCIAL SUPERVISORY AUTHORITY (BAFIN).
Herlitz AG
Am Borsigturm 100
D-13507 Berlin
Telefon: 030-43930
Internet: www.herlitz-ag.com
ISIN: DE0006053101
ISIN: DE0006053119
WKN: 605 310
WKN: 605 311
10.11.2014 The DGAP 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: Herlitz AG
Am Borsigturm 100
13507 Berlin
Germany
Phone: +49 (0)30 43 93-0
Fax: +49 (0)30 43 93-3300
E-mail: pr@herlitz-ag.com
Internet: www.herlitz-ag.com
ISIN: DE0006053101, DE0006053119
WKN: 605310, 605311
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (General
Standard); Freiverkehr in Hamburg, München, Stuttgart
End of Announcement DGAP News-Service
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DGAP-Adhoc: Herlitz AG: Announcement of the conclusion of a non-binding Heads of Agreement
| Source: EQS Group AG