Ad hoc - Announcement according to Section 15 WpHG
DMG MORI SEIKI AKTIENGESELLSCHAFT,
DMG MORI SEIKI AKTIENGESELLSCHAFT resolves upon sale of treasury shares
Bielefeld, March 18, 2014 – The Executive Board of DMG MORI SEIKI AKTIENGESELLSCHAFT, Bielefeld (ISIN: DE005878003) has resolved to dispose of the 1,805,048 treasury shares held by the company – this is the entire portfolio held by the company. The sale of the shares shall be made in a manner having minimal impact on the market.
The company has acquired the shares in September, 2011 through a share buyback program. They are not required as an acquisition currency anymore.
DMG MORI SEIKI AKTIENGESELLSCHAFT
The Executive Board
This publication may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of DMG MORI SEIKI AKTIENGESELLSCHAFT in the United States, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities of DMG MORI SEIKI AKTIENGESELLSCHAFT may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of DMG MORI SEIKI AKTIENGESELLSCHAFT have not been, and will not be, registered under the Securities Act.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
In connection with any offering of the shares of DMG MORI SEIKI AKTIENGESELLSCHAFT (the “Shares”), Joh. Berenberg, Gossler & Co. KG ("Berenberg") and any of its affiliates acting as an investor for their own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for their own account such Shares. In addition Berenberg or its affiliates may enter into financing arrangements and swaps with investors in connection with which Berenberg (or its affiliates) may from time to time acquire, hold or dispose of Shares. Berenberg does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
In connection with any offering of the Shares Berenberg will not be responsible to any person other than DMG MORI SEIKI AKTIENGESELLSCHAFT. Berenberg does not have to provide vis-à-vis other persons than DMG MORI SEIKI AKTIENGESELLSCHAFT the protections afforded to clients of Berenberg nor does Berenberg have to advice other persons than DMG MORI SEIKI AKTIENGESELLSCHAFT in relation to any offering of the Shares.