Business News

schlott gruppe Aktiengesellschaft announces rights issue

Wednesday 11. November 2009 - On 6 November 2009, the Management Board of schlott gruppe Aktiengesellschaft passed a resolution for a cash-based seasoned equity offering with a subscription right for existing shareholders.

Issuance of new shares as part of the restructuring programme
Subscription ratio 15:2: €4.58
Subscription period anticipated to commence at the end of November 2009
On 6 November 2009, the Management Board of schlott gruppe Aktiengesellschaft passed a resolution for a cash-based seasoned equity offering with a subscription right for existing shareholders. The resolution was approved on 10 November 2009 by the company’s Supervisory Board. Utilising part of the existing Authorised Capital I, the company’s share capital is to be increased through the issuance of 827,226 new shares for cash. The aim of this capital market transaction is to strengthen the company’s equity base. The proceeds from the issuance of new shares are to be used as part of the restructuring programme announced by the company and are a component of the overall financing concept until 2012.
The rights issue for cash is to be underwritten by Landesbank Baden-Württemberg (LBBW) and offered indirectly to shareholders, under the provisions set out in the subscription offer, in a ratio of 15:2, i.e. for each 15 old shares held, shareholders will be entitled to purchase 2 new shares. The subscription price will be €4.58. The new shares will qualify for potential dividend payments effective from October 1, 2009.
The subscription period for the new shares is anticipated to commence at the end of November 2009 and run for 14 days, with payment and delivery taking place subsequent thereto. The subscription offer is to include provisions specifying that each shareholder, upon exercise of his or her subscription right, shall be entitled to submit binding purchase applications for additional new shares. Thus, during the subscription period shareholders with share subscription rights may, upon exercise of their subscription rights, submit purchase applications definitively stating that they wish to acquire additional new shares beyond their subscription rights at the applicable price of subscription.
To the extent that subscription rights are not exercised for new shares, the new shares shall be allocated to shareholders insofar as binding purchase orders for such subscriptions exist. The price of extra shares to be subscribed within the context of applications for additional shares shall also be €4.58. In the case of oversubscription relating to applications for additional shares, the new shares shall be allocated pro rata, taking into account the respective volumes of old shares held.
Neither the company nor LBBW has made any plans for rights trading. Furthermore, no application has been made with regard to setting a price for subscription rights at a stock exchange. Therefore, subscription rights cannot be purchased or sold via a stock exchange.
Not to be distributed in the United States of America or to US persons, in Canada, Australia, Japan or other countries in which the offer and sale of securities is governed by legal provisions.
This announcement is intended solely for information purposes and shall not constitute an offer to sell or the solicitation of an offer to buy securities. In connection with this transaction, it should be noted that there has not been, nor will there be, any public offering of the New Shares. Furthermore, no prospectus will be prepared in connection with the offering of the New Shares. The New Shares may not be offered to the public in any jurisdiction in circumstances which would require schlott gruppe Aktiengesellschaft to prepare or register any prospectus or other offering document relating to the New Shares in such jurisdiction. The distribution of this announcement and the offer and sale of the New Shares in certain jurisdictions may be restricted by law.
This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States of America. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any State within the United States, and may not be offered or sold, pledged or otherwise transferred in the United States for the account or benefit of, US persons, absent registration under the Securities Act or pursuant to an available exemption from such registration and applicable state or local securities laws. This announcement and the information contained herein may not be distributed in or sent to the United States, or in/to any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws, and must not be distributed to US persons or publications with a general circulation in the United States. No offering of the New Shares is being made in the United States.