euro adhoc: GESCO AG
Restructuring & Recapitalisations
GESCO AG resolves
cash capital increase
GESCO AG successfully concludes cash capital increase without subscription right
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
16.03.2007
Wuppertal, 16 March 2007 - Prime Standard listed holding company GESCO AG has successfully placed 274,000 new GESCO shares with German and international institutional investors via an accelerated book-building transaction. This represents around 10 % of the current share capital. The issue price was EUR 36.00 per share. The volume amounted to EUR 9,864,000.00 million. Frankfurt investment bank equinet acted as sole lead manager and sole bookrunner of the transaction. Demand was significantly higher than the offer.
The Executive Board of GESCO AG has resolved, in agreement with the Supervisory Board, to increase the companys share capital using the authorised capital by EUR 712,400.00 to EUR 7,859,800.00 by issuing 274,000 new bearer shares with a calculated portion of GESCO AG share capital of EUR 2.60 per share at an offer amount of EUR 36,00 per share, giving a total offer amount of EUR 9,864,000.00. The new shares will be fully eligible for dividend payments for financial year 2006/2007, i.e. from 1 April 2006. The shareholders subscription right is excluded under Section 5 para. 6 lit.c of the Articles of Association as the new shares from the capital increase against cash deposits are being issued at a price that is not significantly lower than the stock exchange price and the total number of shares issued using the authorised capital does not exceed 10 % of the share capital at the time of issue. The entry of the capital increase into the commercial register at the district court of Wuppertal and the authorisation of the new shares will be sought immediately. Issue proceeds are intended to finance the acquisition of further medium-sized industrials, as per the GESCO business model.
Important information: The information contained in this notification is not for publication or transmission in Canada, Australia or Japan and does not constitute an offer of the purchase of securities in these countries. The issuing of shares and the distribution of this notification and other information connected with the issuing in certain legal systems may be subject to statutory restrictions and anyone finding themselves in possession of documentation cited in this notification or other information should be informed of and observe all such restrictions. Non-observance of these restrictions may constitute a violation of the Securities Trading Act of the legal system concerned. This notification does not constitute an offer of the purchase of securities in the United States of America. In the United Kingdom, this notification will only be distributed to (i) professional investors categorised as such under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (ii) companies and persons of high net worth categorised as such under Article 49(2)(a) to (d) of the Order (such persons are categorised as "qualified persons"). All securities referred to herein are only available to qualified persons and order, offer or agreement regarding the procurement, purchase or other method of acquisition of such securities shall only be entered into with qualified persons. Persons not categorised as qualified persons should never act in respect of or trust in this notification or its content. This notification does not constitute an offer of the purchase of securities in Germany and is not classified as a sales prospectus under the Securities Prospectus Act, the European Commission directive No. 809/2004 of 29 April 2004 or any other applicable legal provision governing the issue, offer and sale of securities in Germany. The information contained in this notification is not for transmission in the United States of America or within the United States of America.
end of announcement euro adhoc 16.03.2007 09:06:34
Further inquiry note:
Oliver Vollbrecht
Leiter Investor Relations
T.: +49(0)202 24820 18
info@gesco.de
Branche: Economy, Business & Finance
ISIN: DE0005875900
WKN: 587590
Index: CDAX, Classic All Share, Prime All Share
Börsen: Frankfurter Wertpapierbörse / official dealing/prime standard
Börse Berlin-Bremen / free trade
Hamburger Wertpapierbörse / free trade
Baden-Württembergische Wertpapierbörse / free trade
Börse Düsseldorf / free trade
Bayerische Börse / free trade