Manz AG resolves on cash capital increase with subscription rights in the amount of 43% of the share capital
Reutlingen, 20 April 2016 – The executive board of Manz AG, Reutlingen, (ISIN: DE000A0JQ5U3) resolved today, with the consent of the supervisory board, to issue 2,323,224 new shares (approx. 43% of the existing share capital) by way of a capital increase from authorized capital with the inclusion of the shareholders’ subscription rights. The share capital of the company shall be increased by partial utilization of the authorized capital 2015 from 5,420,864 euros by 2,323,224 euros to 7,744,088 euros against cash contributions. The new shares (common stock) shall be offered to the shareholders of the
company for subscription during the period from 25 April 2016 through 19 May 2016 (in each case inclusive). In conformity with the subscription ratio of 7:3, three new shares can be subscribed for each seven old shares of the company. The subscription price of each new share subscribed is 34.74 euros.
Shanghai Electric Germany Holding GmbH, a German subsidiary of Shanghai Electric Group Co., Ltd. (Shanghai, PR China), has agreed to take over at the subscription price the new shares not subscribed by the shareholders. Furthermore, the shareholders Dieter Manz and Ulrike Manz, who currently hold 35.2% and 3.8%, respectively, of the shares of the company, will not exercise the subscription rights according to which they are entitled for subscription to a total of 906,662 new shares, but rather will transfer them to Shanghai Electric Germany Holding GmbH, which has agreed to exercise these subscription rights. The obligations of Shanghai Electric Germany Holding GmbH are subject to several conditions, in particular the
approval of anti-trust authorities in China and various other official approvals in China. The proceeds of the capital increase shall serve the repayment of loans to the company from German lenders, the covering of costs with cash-flow impact in the framework of the restructuring in fiscal year 2016, a possibly necessary repayment of a project loan, the financing of research and development costs and working capital as well as general corporate purposes of the Manz Group.
The prospectus of Manz AG will prospectively be available for retrieval, following approval by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), 21 April 2016 onwards on the Internet page of the company at http://www.manz.com/de/ under the heading “Investor Relations.” The subscription offer to the shareholders is expected to be published in the German Federal Gazette (Bundesanzeiger) on 22 April 2016. The capital increase is assisted by Bankhaus Lampe as global coordinator.
The subscription rights (ISIN: DE000A2AA2U5) are expected to be traded in the period from 25 April 2016 through and including 17 May 2016 (until around 12 noon CEST) in the regulated market (Xetra and Xetra Frankfurt Specialist) on the Frankfurt Stock Exchange. The new shares will participate in profits beginning with January 1, 2015. They are to be admitted for trading and are expected to be included on 24 May 2016 in the existing listing in the sub-segment of the regulated market with additional post-admission obligations (prime standard) of the Frankfurt Stock Exchange.
With respect to the further details of the subscription offer and the associated risks, please see the prospectus required for the public offer and the admission of the new shares. Additional information:
German Securities Identification Number: A0JQ5U
Trading symbol: M5Z
Trading segment: Regulated Market (Prime Standard) of the Frankfurt Stock Exchange
This publication may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of Manz AG in the United States, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any potential public offer in Germany will be made exclusively by means of and on the basis of a prospectus to be published. An investment decision with respect to the publicly offered securities of Manz AG should be made only on the basis of a prospectus to be published. The prospectus is, subject to its approval, expected to be available from 21 April 2016 onwards on the website of Manz AG at http://www.manz.com/de/ under the heading “Investor Relations” in the subheading “Capital Increase” as well as in printed form free of charge at Manz AG, Steigäckerstrasse 5, 72768 Reutlingen, (Fax: +49 (0)7121 / 9000-99) and at Bankhaus Lampe KG, Jägerhofstrasse 10, 40479 Düsseldorf, (Fax: +49 (0)211 / 4952-849).
The securities of Manz AG may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The securities of Manz AG have not been, and will not be, registered under the Securities Act.
No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
Investor Relations Contact
Ulrich Wiehle / Claudius Krause
Tel.: +49 (0)611 – 205855-28
Fax: +49 (0)611 – 205855-66
Tel.: +49 (0)7121 – 9000-395
Fax: +49 (0)7121 – 9000-99