Ad hoc - Announcement according to Section 15 WpHG
10% Capital Increase with participation of Mori Seiki –
Additional Rights Offering by 20% intended
Bielefeld, 15 March 2011 – The Executive Board of GILDEMEISTER AG, Bielefeld (ISIN DE0005878003) has decided to increase the company’s share capital by € 11,851,320.00 (or approximately 10%) by issuing 4,558,200 new bearer shares of common stock without par value (no-par shares) against cash contributions. The new shares will have full dividend rights for fiscal year 2010. A committee of the Supervisory Board established for these purposes granted its approval.
The statutory subscription rights of existing shareholders are excluded. All new shares will be subscribed for by Mori Seiki Co., Ltd., Nagoya (Japan), the cooperation partner of GILDEMEISTER AG, at an issue price of € 18.22 per new share. The price reflects a premium of about 27% compared to today’s volume weighted average price for the GILDEMEISTER share or 20% measured by the volume weighted average price of the last ten trading days. Net proceeds from the capital increase are expected to amount to approximately € 83 million.
In addition, the Executive Board intends, subject to the actual capital market environment, to implement a further capital increase from authorized capital in which Mori Seiki will also participate shortly after this capital increase. The second capital increase would be expected to amount to 20% of the share capital of the company at that time. The resolution upon the implementation of the rights offering, including the determination of the subscription price, is intended to occur after the respective preparations have been completed.
GILDEMEISTER intends to use the net proceeds from both capital increases predominantly to reduce financial liabilities and thus reinforce its equity base.
All new shares are expected to be admitted to trading in the Regulated Market segment of the Frankfurt Stock Exchange and to the sub-segment of the Regulated Market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange and to trading in the Regulated Market segments of the stock exchanges in Berlin and Düsseldorf in conjunction with the rights offering.
The Executive Board
Not for release, publication or distribution in the United States, Canada, Japan or Australia
This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities. Neither this document nor the information contained herein is for distribution in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia) (the "United States") and must not be distributed to U. S. persons (as defined in Regulation S under the U. S. Securities Act of 1933, as amended (the "Securities Act")) or to publications with a general circulation in the United States. This document does not constitute an offer or invitation to purchase any securities in the United States. The securities of GILDEMEISTER Aktiengesellschaft have not been and will not be registered under the Securities Act and may not be offered, sold or delivered in the United States or to U. S. persons absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.