euro adhoc: Wire Card AG
other
Ad-hoc report in accordance with §
15 of the German Securities Trading Act (WpHG)
Wire Card AG: Capital Increase and Rights Offering
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
11.04.2005
Berlin/Grasbrunn, 11.April 2005: Pursuant to the settlement with the contestants of the shareholder´s resolutions of the extraordinary shareholder´s meeting of the Company of December 14, 2004, the managing board has decided today with the consent of the supervisory board, to issue up to 3.931.951 new ordinary non-par value bearer shares from authorised capital for an issuing price of EUR 1.00 (Ausgabebetrag) - (the New Shares). The registered share capital of the Company will be increased from currently EUR 52,669,735.00 to up to EUR 56,601,686.00.
The New Shares entitle for full dividends beginning with the business year 2005.
The issue of the New Shares will be made against capital contributions in cash. An investment bank shall be admitted for subscription of the New Shares within the meaning of Sec. 186 Par.5 German Stock Corporation Act with the obligation to offer the New Shares to the existing shareholders (Rights Offering) for a subscription price (Bezugspreis) of EUR 2.09. The Rights Offering is being conducted at a ratio of 1:1, i.e. shareholders are entitled to one New Share for every one existing share held.
The terms of the Rights Offering will be announced shortly in the Electronic Federal Gazette (elektronischer Bundesanzeiger).
Each shareholder may subscribe to further shares in addition to the shares he may obtain within the Rights Offering by submitting to the Company a binding subscription order, subscribing to further shares for the subscription price of EUR 2.09.
Therefore, interested shareholders must submit both their binding subscription order on an order form, to be obtained from the Company and payment of the subscription price for their shares on an account to be announced by the Company within the subscription period (Bezugsfrist) - (the Subscription Order).
In case the amount of shares subscribed by Subscription Orders exceed the amount of shares, not taken up by shareholders in the Rights Offering, the Company will deliver those shares pro rata, based on the Subscription Orders.
In case all shares are not taken up by the Rights Offering and the Subscription Orders, the Company will assign the remaining New Shares to a small group of investors (Private Placement) who have already irrevocably agreed to subscribe to the remaining shares.
There will be no trading of the Pre-emption Rights on a stock exchange.
The majority shareholder, ebs Holding AG, has agreed not to exercise her pre-emption rights.
end of announcement euro adhoc 11.04.2005 18:11:17
Further inquiry note:
Iris Stöckl
Director Public Relations
Tel.: +49 (0)89-4424-2034
E-Mail: iris.stoeckl@wirecard.com
Branche: Telecommunications Services
ISIN: DE0007472060
WKN: 747206
Index: Prime Standard, CDAX, Prime All Share, Technologie All Share
Börsen: Frankfurter Wertpapierbörse / regulated dealing
Berliner Wertpapierbörse / free trade
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