Ad hoc - Announcement according to Section 15 WpHG
Rights Offering with a Ratio of 4:1 – Subscription Price of € 14.50
Bielefeld, August 28, 2013 – The Executive Board of GILDEMEISTER AG, Bielefeld (ISIN DE0005878003) resolved today to implement the previously announced rights offering and to increase the company’s share capital by € 40,046,731.40 (or approximately 24.3% of the current share capital) by issuing 15,402,589 new bearer shares of common stock without par value (no par shares) against cash contributions. The offering will make use of a portion of the company’s authorized capital. The new shares will have full dividend rights for fiscal year 2013. A committee of the Supervisory Board established to approve this transaction has approved the resolution.
The new shares are to be firmly underwritten by a bank and are to be offered to shareholders for subscription at an attractive ratio of 4:1 – deviating from the originally communicated ratio of 13:3 – by way of a rights offering. Four subscription rights authorize shareholders to subscribe for one new share. In order to ensure an even subscription ratio, an existing shareholder has agreed to waive the exercise of one subscription right. The subscription price per subscribed share is € 14.50.
The period for subscription for the new shares begins on August 30, 2013 and is expected to end on September 12, 2013. The subscription rights (ISIN DE000A1X3YF9) for the new shares will be traded in the period from August 30, 2013 up to and including September 10, 2013 in the Regulated Market segment (floor trading) of the Frankfurt Stock Exchange.
New shares that are not subscribed for in the rights offering will be offered to qualified investors in private placements in certain jurisdictions outside the United States of America, Canada and Australia in accordance with Regulation S under the U. S. Securities Act of 1933, as amended.
Mori Seiki Co., Ltd., Nagoya (Japan), which currently holds around 24.19 % of the share capital of the company, has agreed with the company and the underwriting bank to exercise its subscription rights in the rights offering. In addition, the underwriting bank has agreed to acquire, at the subscription price for the rights offering, any new shares that are not subscribed for in the rights offering and are not placed as part of the private placement.
GILDEMEISTER intends to use the net proceeds of approximately € 210 million from this capital increase predominantly for the purpose of further developing its presence in the Russian market (especially for the construction of a production and assembly plant in Ulyanovsk and the expansion and renovation of a technology center in Moscow). Additional parts of the net proceeds are to be used for expanding other technology centers, modernizing existing production facilities, further developing control software for machine tools and for generally expanding business activities. In addition, any remaining part of the net proceeds from the issue of the new shares is to be used to further strengthen the Company’s equity base.
The new shares, together with the shares issued in the capital increase against contributions in kind implemented shortly before this rights offering, are expected to be admitted to exchange trading on September 16, 2013. The shares are 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 the Regulated Market segments of the stock exchanges in Berlin and Düsseldorf. Inclusion of these shares in the existing listing on the above stock exchanges is expected to occur on September 17, 2013.
Subject to approval by the German Federal Financial Supervisory Authority ( Bundesanstalt für Finanzdienstleistungsaufsicht ), a securities prospectus is expected to be published on August 29, 2013 and will be available from, among other sources, the company.
The Executive Board
This document is an advertisement and not a prospectus. Investors should not purchase or subscribe for any shares referred to in this document except on the basis of information in the prospectus to be issued by GILDEMEISTER Aktiengesellschaft in connection with the offering of such shares. Copies of the prospectus will, following publication, be available free of charge from GILDEMEISTER Aktiengesellschaft at Gildemeisterstraße 60, 33689 Bielefeld, Germany, or on GILDEMEISTER Aktiengesellschaft's website (www.gildemeister.com).
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. GILDEMEISTER Aktiengesellschaft 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.