Ad hoc - Announcement according to Section 15 WpHG
5.4% Capital Increase against contributions in kind with participation of Mori Seiki – Rights Offering planned
Bielefeld, August 7, 2013 – The Executive Board of GILDEMEISTER Aktiengesellschaft, Bielefeld (ISIN DE0005878003) resolved to implement the increase of the company’s share capital agreed in the Cooperation Agreement with Mori Seiki Co., Ltd., Nagoya (Japan), dated March 20, 2013, which was also announced on that date. The company’s share capital will be increased by € 8,442,621.20 to € 164.880.053,00 by issuing 3,247,162 new bearer shares of common stock without par value (no par shares) against contributions in kind. The new shares to be issued correspond to approximately 5.4% of the current share capital. 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 for such purposes granted its approval. The statutory shareholders’ subscription rights are excluded.
All of the new shares will be subscribed for by Mori Seiki Co., Ltd. at an issuance price of € 17.5063 per new share. In exchange for the shares, Mori Seiki is contributing 19.0% of the shares in its subsidiary Mori Seiki Manufacturing USA, Inc., Davis (USA), as well as 44.1% of the shares in its subsidiary Magnescale Co., Ltd., Kanagawa (Japan) as contributions in kind. Through these shareholdings, GILDEMEISTER is gaining access to production capacities of the highly modern machine tool manufacturing plant built by Mori Seiki in the USA as well as to the high-precision position measurement technology of Magnescale Co., Ltd., Kanagawa (Japan). The latter technology makes it possible to measure tool positioning to the picometer, allowing high-precision handling of production objects. Financial advisor of the capital increase against contribution in kind is Berenberg.
In addition, the Executive Board is planning to implement a further capital increase from authorized capital, which was also announced on March 20, 2013, shortly after this capital increase. The second capital increase will entail a rights offering for cash with subscription rights to existing shareholders. The second capital increase is envisaged to amount to 22.4% of the share capital of the company at that time. The subscription ratio of this capital increase will be 13:3, i. e. 13 subscription rights will entitle shareholders to subscribe for three new shares. Each existing share grants one subscription right. Mori Seiki will also participate in the second capital increase by exercising its subscription rights, and following completion of this capital increase will hold 24.3% of the Company’s share capital. The final resolution on the implementation of the rights offering, including the determination of the subscription price, is expected to occur in due course after the respective preparations have been completed.
All new shares are expected to be admitted to trading in the Regulated Market segment of the Frankfurt Stock Exchange with simultaneous admission 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
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.