Ad-hoc | 1 February 2005 08:35
AGRANA Beteiligungs-AG: AGRANA Begins Capital Increase
AGRANA Beteiligungs-AG: AGRANA Begins Capital Increase
Ad hoc announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
With the consent of the Supervisory Board, the Board of Management of AGRANA
has decided to carry out a capital increase. Between 1 February and,
prospectively, 16 February 2005, up to 3.175 million new ordinary shares will
be issued within the scope of a Combined Offering. That will increase
AGRANA’s issued share capital by up to EUR 23.074 million. AGRANA intends to
use the proceeds from the issue to finance the group’s continued global
growth. Z&S Zucker und Stärke Holding AG as principal shareholder will not be
making use of its subscription rights, so if the offering is fully placed, it
will significantly increase AGRANA’s free float.
AGRANA will be issuing the new shares within the scope of a Combined Offering.
On the one hand, the Combined Offering will consist of a rights issue to
existing shareholders. The subscription period will run from 1 February to,
prospectively, 15 February 2005, and trading of the subscription rights will
take place from 7 February through 9 February 2005. The ratio of new for old
shares will be 2 for 7, which means that a shareholder can subscribe for 2 new
shares per 7 old shares within the scope of the capital increase.
On the other hand, AGRANA’s Combined Offering will include a public offering
to private and institutional investors in Austria and a private placement with
international institutional investors.
The subscription and offer price will be set using a bookbuilding procedure,
whereby the maximum price will be EUR 88 per share. The final subscription
and offer price per share is expected to be announced on 17 February 2005.
The new shares will already rank fully for dividends in respect of the current
2004/2005 financial year. They are expected to be admitted for official
trading on the Vienna Stock Exchange from 22 February 2005.
The transaction is being handled by Raiffeisen Centrobank and Morgan Stanley
as Joint Lead Managers and Joint Bookrunners; Raiffeisenlandesbank
Niederösterreich-Wien is Co-Lead Manager.
Proceeds from the Issue as Growth Capital
AGRANA will be using the proceeds from the capital increase to finance the
group’s continued global growth while still maintaining its solid equity base.
The bulk of the net proceeds from the issue will go into further
acquisitions and into endowing newly founded subsidiaries with capital. In
addition, investments are also to take place in creating new capacities and
carrying out projects within the scope of existing group companies. Expansion
will focus above all on the starch and fruit sectors.
The purpose of further acquisitions and the creation of additional production
facilities will be to further strengthen the Fruit Division’s global presence.
AGRANA’s strategic goal is to be on the spot where AGRANA’s customers make
finished products for consumers. At the same time, capacities in the Fruit
Division are to be enlarged. A plant near Moscow is already under
construction, and the opening of a fourth plant in Tennessee will boost
capacities in the USA.
Production capacities in the Starch Division will also be increased. The
group will continue to press ahead with growth in the speciality starches
market.
A More Liquid AGRANA Share
Furthermore, the capital increase should significantly increase the AGRANA
share’s free float. Z&S Zucker und Stärke Holding AG as the company’s
principal shareholder has declared that it will not be making use of its
subscription rights. The resultant broadening of the company’s shareholder
base should also increase the liquidity of the AGRANA share, which should in
turn enhance AGRANA’s attractiveness in the stock market.
DISCLAIMER:
THIS DOCUMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO
SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR,
ANY SHARES IN AGRANA BETEILIGUNGS-AKTIENGESELLSCHAFT, NOR SHALL IT OR ANY PART
OF IT NOR THE FACT OF ITS DISTRIBUTION FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY CONTRACT OR INVESTMENT DECISION. THE SHARES TO BE ISSUED
IN THE COMBINED OFFERING HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933 OR ANY US STATE SECURITIES LAW AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S.
PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED).
THE FORWARD LOOKING STATEMENTS CONTAINED IN THIS INFORMATION RELATE TO FUTURE
FACTS. SUCH PROJECTIONS AND PREDICTIONS ARE SUBJECT TO RISKS WHICH CANNOT BE
FORESEEN AND WHICH ARE BEYOND THE CONTROL OF THE COMPANY. AGRANA BETEILIGUNGS-
AKTIENGESELLSCHAFT IS THEREFORE NOT IN A POSITION TO MAKE ANY REPRESENTATION
AS TO THE ACCURACY OF ECONOMIC PROJECTIONS AND PREDICTIONS OR THEIR IMPACT ON
THE FINANCIAL SITUATION OF THE COMPANY OR THE MARKET IN THE SHARES OF THE
COMPANY.
A GERMAN LANGUAGE PROSPECTUS PREPARED IN ACCORDANCE WITH THE PROVISIONS OF THE
AUSTRIAN STOCK EXCHANGE ACT (BÖRSEGESETZ) AND THE AUSTRIAN CAPITAL MARKET ACT
(KAPITALMARKTGESETZ) HAS BEEN FILED WITH THE OESTERREICHISCHE KONTROLLBANK
AKTIENGESELLSCHAFT, ACTING AS NOTIFICATION OFFICE (MELDESTELLE), PURSUANT TO
THE AUSTRIAN CAPITAL MARKET ACT AND PUBLISHED IN THE AUSTRIAN OFFICIAL GAZETTE
(AMTSBLATT ZUR WIENER ZEITUNG) ON 29 JANUARY 2005. THE COMPANY’S GERMAN
LANGUAGE PROSPECTUS IS AVAILABLE FOR INSPECTION DURING REGULAR BUSINESS HOURS
AT THE PREMISES OF AGRANA BETEILIGUNGS-AKTIENGESELLSCHAFT, DONAU-CITY-STRAßE
9, 1220 VIENNA, AUSTRIA, AND AT RAIFFEISEN CENTROBANK AG, TEGETTHOFFSTRAßE 1,
1015 VIENNA, AUSTRIA. IN CONNECTION WITH THE OFFERING OF SECURITIES OF AGRANA
BETEILIGUNGS-AKTIENGESELLSCHAFT ONLY THE INFORMATION CONTAINED IN THE
PROSPECTUS IS BINDING. ANY INFORMATION CONTAINED WITHIN THIS PRESS RELEASE IS
WITHOUT OBLIGATION.
This Press Release is also available at http://www.agrana.com .
AGRANA Beteiligungs-AG
Donau-City-Straße 9 (Strabag-Haus)
1220 Wien
Austria
ISIN: AT0000603709
WKN: 060370
Listed: Amtlicher Handel in Wien
End of ad hoc announcement (c)DGAP 01.02.2005
010835 Feb 05