Bielefeld. The Executive Board of GILDEMEISTER Aktiengesellschaft set, with approval of the Supervisory Board, the subscription price at Euro 4.15 for the new shares to be offered to shareholders for subscription within the context of the capital increase. The gross issue proceeds from the capital increase will thus amount to Euro 59.9 million.
Compared to the closing price of GILDEMEISTER shares on May 27, 2004 (Euro 5.76), the subscription price represents a discount of 28%. HVB Corporates & Markets and WestLB will manage the capital increase (ratio of 2:1) subject to customary conditions. The share capital of GILDEMEISTER Aktiengesellschaft will be increased from Euro 75,086,510.20 to Euro 112,586,507.80 by issuing 14,423,076 new shares.
The subscription period for the new shares is scheduled to commence on Wednesday, June 02, 2004 and is expected to last until Tuesday, June 15, 2004. The subscription rights will be traded during the period from and including June 2, 2004 until and including June 11, 2004. It is expected that the new shares will be included in the current quotation of GILDEMEISTER shares at the stock exchanges in Frankfurt am Main, Düsseldorf, and Berlin-Bremen on June 16, 2004. The new shares will be entitled to full dividend rights for the current financial year 2004. The shareholders of GILDEMEISTER will receive the relevant information from their German custodian banks. WestLB has committed itself to exercise all subscription rights associated with its shareholdings in GILDEMEISTER, which is above 5%.
The proceeds from the capital increase will be used to strengthen GILDEMEISTER's capital base, to reduce short and medium-term liabilities, to ensure strategic options and to further finance the expansion in Asia.
The Executive Board
Bielefeld, 28th May 2004
Information and explanation from the issuer for this ad-hoc announcement:
The information contained herein is not for publication or distribution in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold in the United States absent registration under that Securities Act or an available exemption from it. Any offering of securities to be made in the United States will be made by means of an offering circular that may be obtained from the issuer and will contain detailed information about the company and management, as well as financial statements.
These materials do not contain or constitute an offer of securities for sale in the United States.
These materials do not constitute an offer for the sale of securities of GILDEMEISTER Aktiengesellschaft and are not a replacement for the sales prospectus. Any investment decision with respect to any securities of GILDEMEISTER Aktiengesellschaft should be made solely on the basis of the sales prospectus, which will be available free of charge at upon further notice.
This document is for distribution in the U.K. only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the "Order") or (ii) high net worth entities falling within article 49(2)(a) to (e) of the Order (all such persons being together referred to as "relevant persons"). This document is directed only at relevant persons. Other persons should not act or rely on this document or any of its contents. This document is confidential and is being supplied to you solely for your information and may not be reproduced, redistributed or passed on to any other person or published, in whole or in part, for any other purpose.