Ad-hoc | 7 August 2013 20:35
Gildemeister Aktiengesellschaft / Key word(s): Capital Increase
07.08.2013 20:35
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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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 EUR 8,442,621.20 to EUR 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 EUR 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.
GILDEMEISTER Aktiengesellschaft
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.
07.08.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Gildemeister Aktiengesellschaft
Gildemeisterstraße 60
33689 Bielefeld
Germany
Phone: +49 (0)5205 74 30-01
Fax: +49 (0)5205 74 30-81
E-mail: info@gildemeister.com
Internet: www.gildemeister.com
ISIN: DE0005878003
WKN: 587800
Indices: MDAX
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
Standard); Freiverkehr in Hamburg, München, Stuttgart
End of Announcement DGAP News-Service
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