euro adhoc: MVV Energie AG
Restructuring & Recapitalisations
MVV Energie AG
increases share capital
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
11.10.2007
MVV Energie AG increases share capital
Mannheim, 11 October 2007. The Executive Board of MVV Energie AG today resolved with the approval of the Supervisory Board to make use of the authorisation granted by the Articles of Association to increase the company's share capital. The share capital is to be increased by approximately Euro 25.96 million to approximately Euro 168.72 million by issuing 10,139,506 shares against cash contributions with subscription rights of the shareholders of MVV Energie AG. The new shares will be vested with full dividend rights as of 1 October 2006. A banking consortium consisting of Sal. Oppenheim as sole global coordinator and joint book runner and Société Générale and UniCredit (Bayerische Hypo- und Vereinsbank AG) as further joint book runners will underwrite the new shares with the obligation to offer them for subscription to the shareholders of MVV Energie AG. The new shares will be offered to shareholders for subscription at a ratio of 11 to 2 at a subscription price of Euro 22.50 per new share. Shareholders whose shares are held in collective custody are expected to be able to exercise their subscription rights for the new shares via their depositary banks in the period from 16 October 2007 up to and including 30 October 2007. Subscription rights not exercised within this period will lapse. Sal. Oppenheim will act as the sole subscription agent.
Stock market trading in subscription rights will take place in connection with the offer of the new shares. The subscription rights (ISIN DE000A0MF0U2) for the new shares will be traded on the official market (floor trading) of the Frankfurt Stock Exchange in the period from 16 October 2007 up to and including 26 October 2007. No compensation will be provided for subscription rights which are not exercised. Any new shares not subscribed for during the rights offering will be offered by the underwriters to qualified investors in Germany and other countries, with the exception of the USA, Canada, Japan and Australia, by way of a private placement.
It is planned to apply for admission of the new shares for trading in the official market segments of the stock exchanges in Frankfurt and Stuttgart and simultaneously in the subsegment of the official market with further post- admission obligations (Prime Standard) of the Frankfurt Stock Exchange. The new shares are expected to be included in the existing listing on 31 October 2007.
Important information:
This ad-hoc announcement constitutes neither an offer to sell nor a solicitation to buy any securities. Any offer shall exclusively take the form of and be based on a prospectus to be published which, subject to approval, will be published on the internet at www.mvv-investor.de and will be available free of charge from MVV Energie AG and Sal. Oppenheim jr. & Cie. Kommanditgesellschaft auf Aktien, Société Générale S.A. and UniCredit (Bayerische Hypo- und Vereinsbank AG).
This ad-hoc announcement and the information contained therein are
not intended for circulation in the United States of America (USA)
and may not be distributed or circulated to "U.S. Persons" (as
defined in Regulation S "of the U.S. Securities Act of 1933, as
amended ("Securities Act")) or to publications with general
circulation in the USA. This ad-hoc announcement does not constitute
an offer or a solicitation to purchase any securities in the USA. The
securities of MVV Energie AG have not been registered under the
Securities Act and may not be sold, offered or delivered within the
USA or to U.S. Persons absent from prior registration under or an
applicable exemption from the registration requirements of the United
States Securities Laws obligation to register.This document is directed only at persons (i) who are outside the
United Kingdom or (ii) who have professional experience in matters
relating to investments falling within Article 19 (5) of the UK
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the "Order") or (iii) who fall within Article 49
(2) (a) to (d) of the Order ("high net worth companies,
unincorporated associations etc.") (all such persons together
referred to hereinafter as "Relevant Persons"). Any person who is not
a Relevant Person must not act or rely on this announcement or any of
its contents. Any investment or investment activity to which this
announcement relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons.Contact: MVV Energie AG Marcus Jentsch, Investor Relations Tel: +49 (0)621 290-2292 E-mail: ir@mvv.de www.mvv-investor.de
end of announcement euro adhoc 11.10.2007 14:21:24
Further inquiry note:
Frank Nagel
Tel.: +49(0)621 290-2692
e-mail. f.nagel@mvv.de
Branche: Energy
ISIN: DE000A0H52F5
WKN: A0H52F5
Index: SDAX, CDAX, Classic All Share, Prime All Share
Börsen: Börse Frankfurt / official dealing/prime standard
Börse Berlin / free trade
Börse Hamburg / free trade
Börse Düsseldorf / free trade
Börse Stuttgart / official dealing