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