UK Regulatory | 20 June 2008 08:34
BASF SE / Miscellaneous
Release of a UK Regulatory Announcement, transmitted by DGAP - a company of
EquityStory AG.
The issuer is solely responsible for the content of this announcement.
----------------------------------------------------------------------
Reorganization of securities deposit accounts and stock listing on June 27,
2008
The BASF SE Annual Meeting on April 24, 2008 resolved a two-for-one stock
split. Shareholders will receive an additional BASF share for each existing
share at no added cost. The reorganization of the securities deposit
accounts and the stock exchange listing will take place on June 27, 2008.
The aim of the stock split is to make BASF shares available to an even
broader spectrum of investors.
Shares held in the form of American Depositary Receipts in the United
States will be adjusted accordingly.
In the course of the stock split, circulating share certificates which have
become obsolete because they still bear the name of 'BASF
Aktiengesellschaft' will be canceled and exchanged for shares exclusively
held within the collective securities deposit system. Individual and
collective certificates can be surrendered to an exchange agent or any
other credit institution in the period from June 27 to September 30, 2008
in exchange for credit entries in collective securities deposit accounts.
The exchange agents in Germany are all branches of Deutsche Bank AG.
Detailed information on the stock split:
BASF SE
Ludwigshafen am Rhein
- ISIN DE0005151005 // Stock Index Number 515 100 -
Announcement of the reorganization of the shares and stock exchange listing
in connection with the stock split and first request to hand over
obsolete share certificates
The annual general meeting of BASF SE on April 24, 2008 inter alia resolved
a reclassification of the nominal capital (2 for 1 stock split) and the
necessary related modification of the articles of incorporation (Satzung).
The non-par value shares (hereinafter referred to as the 'shares') with an
imputed interest of EUR 2.56 each in the nominal capital were in each case
split into two (2) shares with an imputed interest of EUR 1.28 each in the
nominal capital. Accordingly, one former share (1 share) of BASF SE will be
reorganized into two (2) shares, one (1) collective share representing ten
(10) shares will be reorganized into twenty (20) shares, one (1) collective
share representing one hundred (100) non-par value shares will be
reorganized into two hundred (200) shares and one (1) collective share
representing five hundred (500) shares will be reorganized into one
thousand (1,000) non-par value shares. The nominal capital of BASF SE of
EUR 1,210,918,400.00 will now be subdivided into 946,030,000 non-par value
shares with an imputed interest in the nominal capital of EUR 1.28 each.
The relevant modification of the articles of incorporation has been
recorded in the commercial register of the local court (Amtsgericht)
Ludwigshafen am Rhein on May 29, 2008. The shareholders’ right to
definitive share certificates has already been excluded under the articles
of incorporation. In connection with the stock split, the non-par value
shares outstanding since the 2002 share exchange and still bearing the
Company’s former name 'BASF Aktiengesellschaft' (individual or collective
share certificates) will be cancelled (cancellation of obsolete share
certificates) and subsequently be delivered exclusively within the
collective securities deposit system.
Reorganization of stock exchange listing and shareholdings in securities
deposit accounts due to the 2 for 1 stock split
The stock split involves a reorganization of the stock exchange listing. As
from Friday, June 27, 2008, the listing of the BASF shares in the regulated
markets on the Berlin, Düsseldorf, Frankfurt am Main, Hamburg, Hanover,
Munich and Stuttgart Stock Exchanges will be switched, according to the two
for one ratio, from the former unit of 1 share with an imputed interest in
the nominal capital of EUR 2.56 each to 2 shares with an imputed interest
in the nominal capital of EUR 1.28 each, i.e. one former share will be
converted into two shares. Still pending trading orders will be cancelled
as of the end of June 26, 2008. At the same time, the good delivery status
on the stock exchange of the share certificates that have become obsolete
as they still bear the Company’s former name 'BASF Aktiengesellschaft' will
be cancelled. From this date onwards, the BASF shares will be delivered
exclusively via the collective securities deposit system. On the London
Stock Exchange and SWX Swiss Exchange, the modification of the good
delivery status as a result of the surrender of share certificates in
exchange for credit entries in collective securities deposit accounts will
occur in accordance with the relevant regulations of these stock exchanges.
As of the evening of June 26, 2008, the depositary banks will record two
(2) shares instead of formerly one (1) share. This reorganization will be
free of charge for the shareholders.
First request to surrender obsolete share certificates
Following the transformation into a European Company (SE), the share
certificates of our company have become obsolete. Therefore, all share
certificates bearing the former name of 'BASF Aktiengesellschaft' should be
cancelled and exchanged for shares exclusively held within the collective
securities deposit system. Our shareholders holding definitive share
certificates are hereby requested to surrender their
BASF shares represented by individual or collective certificates, together
with dividend coupons nos. 27 through 40 as well as talons,
during the period
from June 27 to (and including) September 30, 2008
to an exchange agent or any other credit institution for passing on to an
exchange agent during regular business hours in exchange for credit entries
in collective securities deposit accounts in connection with the 2 for 1
stock split. The exchange agents are
in Germany:
all branches of
Deutsche Bank AG
in Switzerland:
Credit Suisse, Zurich
and its Swiss branches.
Shareholders within the United Kingdom holding the BASF shares represented
by individual or collective certificates are requested to contact their
local broker or local custodian bank to proceed with the exchange for
credit entries in collective securities deposit accounts in connection with
the 2 for 1 stock split. Both the custodian banks and the local brokers
have to submit these BASF shares in the manner customary to such
proceedings to Deutsche Bank AG, Frankfurt am Main, or to any other bank
for transferring these shares to Deutsche Bank AG, Frankfurt am Main,
accordingly.
In the future, the shares of BASF SE will be evidenced exclusively by
global certificates deposited with Clearstream Banking AG, Frankfurt am
Main. The shareholders of BASF SE will hold co-ownership interests in such
shares held in collective custody.
As set forth above, the good delivery status on the stock exchange of the
obsolete share certificates will be cancelled as of the end of June 26,
2008. As from June 27, 2008, the BASF shares will be delivered exclusively
via the collective securities deposit system.
Shareholders keeping their share certificates themselves are requested to
surrender such share certificates to a credit institution of their choosing
that maintains securities deposit accounts within the period referred to
above. Upon verification of the correctness of the share certificates so
handed over, a credit entry will be made with respect to the shares (after
the stock split) in an existing or newly opened collective securities
custody account in the name of the surrendering shareholder.
Shareholders whose shares are held in jacket custody are requested to have
their shares transferred to collective custody accounts maintained with
their depositary banks, taking into account the stock split; any other
steps required in connection with the exchange of shares will be taken by
the depositary bank. No action has to be taken by shareholders whose shares
are held in a collective custody account with a credit institution.
No expenses will be incurred by our company’s shareholders as a result of
the obsolete share certificates. The cost of maintaining a securities
deposit account will not be borne by the company.
Obsolete share certificates of our company not surrendered by (and
including) September 30, 2008 will be cancelled pursuant to § 73 of the
German Stock Corporation Act (AktG). The necessary authorization has been
granted by the local court (Amtsgericht) Ludwigshafen am Rhein on April 28,
2008.
Ludwigshafen am Rhein, June 2008
BASF SE
The Board of Executive Directors
Michael Grabicki
Phone: +49 621 60-99938
Fax: +49 621 60-92693
michael.grabicki@basf.com
20.06.2008 Financial News transmitted by DGAP
----------------------------------------------------------------------
Language: English
Issuer: BASF SE
Carl-Bosch-Straße 38
67056 Ludwigshafen
Deutschland
Phone: +49 (0)621 60-0
Fax: +49 (0)621 60-4 25 25
E-mail: info.service@basf.com
Internet: www.basf.com
ISIN: DE0005151005, DE000A0JRFB0, Börse Dublin, Frankfurter Wertpapierbörse, , DE000A0JRFA2, Börse Dublin, Frankfurter Wertpapierbörse, , DE000A0JQF26, Börse Dublin, Frankfurter Wertpapierbörse, , DE000A0EUB86, Frankfurter Wertpapierbörse, , DE0008846718, Frankfurter Wertpapierbörse,
Indices: DAX, EURO STOXX 50
Listed: Regulierter Markt in Berlin, Frankfurt (Prime
Standard), Hannover, Düsseldorf, Stuttgart, München,
Hamburg; Terminbörse EUREX; Foreign Exchange(s) London,
SWX
Category Code: MSC
LSE Ticker: BFA
Sequence Number: 3
Time of Receipt: Jun 19, 2008 18:19:22
End of News DGAP News-Service
---------------------------------------------------------------------------