EANS-Adhoc: ESCADA AG has implemented further steps of financial restructuring
ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement.
Restructuring
08.07.2009
Munich, July 8, 2009 - The reduction of the company's share capital and the creation of a new Authorized Capital resolved by the Annual Shareholders' Meeting on April 28, 2009 have been entered into the Commercial Register on July 8, 2009 and are thus legally effective. The entry was preceded by settlements between the company and all those who had filed actions to set aside and nullify the resolutions taken by the Annual Shareholders' Meeting.
The legal validity of the capital reduction and further recapitalization measures cancel out the grounds for a disclosure pursuant to Section 92, para. 1 of the German Stock Corporation Act (losses in excess of half of the company's nominal share capital). The extraordinary Shareholders' Meeting scheduled for July 24, 2009 has been cancelled as a result.
Together with the decision by the German Federal Financial
Supervisory Authority ("BaFin" - Bundesanstalt für
Finanzdienstleistungsaufsicht), published on July 3, 2009, to issue a
waiver to the equity holders 'BO-DO Vermögensverwaltung GmbH'
(shareholder: Wolfgang Herz) and 'MPS Erste Vermögensverwaltung GmbH'
(shareholder: Michael Herz), who together hold a stake of 24.9% in
ESCADA AG's voting rights, releasing them pursuant to Sect. 37 of the
German Securities Acquisition and Takeover Act (WpÜG -
Wertpapiererwerbs- und Übernahmegesetz) from the requirement to make
a mandatory tender offer to the other shareholders, further
prerequisites for the implementation of the company's financial
restructuring have been met. The next step in the company's
financial restructuring requires acceptance of the company's exchange
offer for the ESCADA bond 2005/2012 (which expires on July 31, 2009)
at the predetermined acceptance ratio of 80% (referenced to the total
nominal value of the 200 million euros bond).end of announcement euro adhoc
Further inquiry note:
Investor Relations:
ESCADA AG
Yara Kes
Phone: +49 - 89 - 99 44 - 13 36
Email: yara.kes@de.escada.com
Press:
Frank Elsner Kommunikation für Unternehmen GmbH
Frank Elsner
Phone: +49 - 54 04 - 91 92 0
Email: info@elsner-kommunikation.de
Not for release, publication or distribution in the United States, Australia,
Italy Canada or Japan.
This information does not constitute a prospectus. The exchange offer in Germany
is made exclusively on the basis of the prospectus, which contains the
information for investors required under statutory provisions and which is
available on the websites of ESCADA AG (http://investor-relations.escada.com)
and the information agent Thomson Reuters (www.escada-anleihe.com); print copies
may be requested free of charge from ESCADA AG (Einsteinring 14-18, 85609
Aschheim/Munich, Germany).
The prospectus prepared for the planned subscription offer will be published
with the start of the subscription period in Germany and will then be available
free of charge from ESCADA AG (Einsteinring 14-18, 85609 Aschheim/Munich,
Germany).
This information is not an offer for sale of securities in the United States.
Securities may not be sold in the United States absent registration with the
United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended. ESCADA AG does
not intend to register any part of any offering in the United States or to
conduct any public offering of securities in the United States.
This communication is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) to investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) high net worth
companies, and other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons"). The securities are only available to, and
any invitation, offer or agreement to subscribe, purchase or otherwise acquire
such securities will be engaged in only with, relevant persons. Any person who
is not a relevant person should not act or rely on this document or any of its
contents.
The exchange offer is not extended to any persons (natural or legal) resident in
the Republic of Italy.
The exchange offer is not being made, directly or indirectly, in the Republic of
Italy. The exchange offer and the prospectus have not been submitted to the
clearance procedure of the Commissione Nationale per le Societa e la Borsa
("CONSOB") pursuant to Italian laws and regulations. Accordingly, neither the
prospectus, nor any other documents or materials relating to the exchange offer
or the securities may be distributed or made available in the Republic of Italy.
Branche: Clothing
ISIN: DE0005692107
WKN: 569210
Index: CDAX, Classic All Share, Prime All Share
Börsen: Berlin / Open Market
Hamburg / Open Market
Stuttgart / Open Market
Düsseldorf / Open Market
Frankfurt / regulated dealing/prime standard
München / regulated dealing