Ad hoc - Announcement according to Section 15 WpHG
Resolution on Rights Offering
Subscription Price of € 13.66 Fixed
Bielefeld, March 24, 2011 – The Executive Board of GILDEMEISTER AG, Bielefeld (ISIN DE0005878003) resolved on March 24, 2011 to implement the previously announced increase of the company’s share capital by € 26,072,904.00 (or approximately 20% of the current share capital), from € 130,364,527.80 to € 156,437,431.80, by issuing 10,028,040 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 2010. A committee of the Supervisory Board established to approve this transaction granted its approval on March 24, 2011.
The new shares are to be firmly underwritten by a consortium of banks and are to be offered to shareholders for subscription at a ratio of 5:1 by way of an indirect rights offering. Five subscription rights authorize shareholders to subscribe for one new share. In order to ensure an even subscription ratio, one of the company’s existing shareholders has agreed to waive the exercise of three subscription rights to which such shareholder is entitled. The subscription price per subscribed share is € 13,66.
The period for subscription for the new shares begins on March 29, 2011 and is expected to end on April 11, 2011. The subscription rights (ISIN DE000A1KRPD1) for the new shares will be traded in the period from March 29, 2011 up to and including April 7, 2011 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 Canada, Australia and the United States of America in accordance with Regulation S under the U. S. Securities Act of 1933, as amended.
Mori Seiki Co., Ltd., Nagoya (Japan) and Mori Seiki International S. A., Le Locle, Switzerland, who jointly hold 13.6% of the share capital of the company at this time, have agreed with the company and the banks to exercise their subscription rights and to acquire upon request new shares of the company which were not subscribed for by other shareholders. Mori Seiki Co., Ltd., Nagoya (Japan) and Mori Seiki International S. A., Le Locle, Switzerland will acquire these shares at the subscription price or a higher placement price but will only acquire such number of shares that will lead to a maximum total shareholding of Mori Seiki Co., Ltd. and its consolidated subsidiaries (including new shares acquired as a result of the exercise of subscription rights) of 20.1% of the share capital of GILDEMEISTER after the implementation of this capital increase. The Company and the underwriters have agreed upon with Mori Seiki that Mori Seiki acquires New Shares in respect of the private placement that were not subscribed for by other shareholders proportional to its percentage share in the Company’s share capital. Beyond that, the underwriters have agreed to acquire New Shares that are not subscribed for as part of the Subscription Offer or are not placed as part of the Private Placement and to do so at the subscription price.
GILDEMEISTER intends to use the net proceeds of approximately € 130 million from this rights offering and the net proceeds from the capital increase excluding the subscription rights of existing shareholders implemented a few days ago predominantly to reduce its financial liabilities and thus reinforce the equity base.
The new shares and the shares issued in the capital increase implemented shortly before this rights offering 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 on April 14, 2011. Inclusion of these shares in the existing listing on the above stock exchanges is expected to occur on April 15, 2011.
Subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), a securities prospectus will be published, currently expected on March 25, 2011, and will be available from, among other sources, the company.
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.