Warimpex Finanz- und Beteiligungs AG
EANS-Adhoc: Warimpex Finanz- und Beteiligungs AG
Warimpex resolves a capital
increase
ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement.
23.10.2009
Not intended for distribution in the USA, Canada, Australia and Japan. This is neither an offer nor a solicitation to buy shares.
Warimpex resolves a capital increase
- Up to 9.99% of the current share capital with the exclusion of subscription rights
- For financing future land acquisitions and optimising the financing structure
Vienna, 23 October 2009 - On 22 October 2009, the management board
of Warimpex Finanz- und Beteiligungs Aktiengesellschaft
("Warimpex"), Floridsdorfer Hauptstraße 1, 1210 Vienna, (ISIN:
AT0000827209), a real estate developer and investment company,
whose main business is the establishment and the operation of
hotels in CEE, determined with the approval of the supervisory board
of the same day, to increase the share capital by up to EUR
3,599,999.00 by issuing up to 3,599,999 ordinary bearer shares with
the exclusion of subscription rights and therefore, exercising
partly the authorised capital.The placement of the new shares is accomplished by Raiffeisen Centrobank AG as book runner and lead manager and by Wood&Company Financial Services, a.s. as co-lead manager. The net proceeds from the offering shall be used to finance land acquisitions for the roll out of budget hotels under the brands "Campanile" and "Premiere Class" and for the four-star brand "angelo" and the selective investment in distressed assets in CEE. Furthermore, the net proceeds from the offering shall be used to optimise the existing financing structure and to strengthen the equity base.
Details of the capital increase
On 22 October 2009, the management board of Warimpex, with the supervisory board's approval of the same day, has exercised the authorization to increase the share capital from EUR 36,000,000 by up to EUR 3,599,999.00 to up to EUR 39,599,999.00 by issuing of up to 3,599,999 new no-par value ordinary bearer shares with the exclusion of subscription rights against payment in cash. The new shares will be offered exclusively either to qualified or to less than 100 selected investors per EEA member state in the course of an accelerated book- building-procedure. There is neither a rights offer to existing shareholders nor a public offer of new shares.
Warimpex reserves the right to cancel the envisaged capital increase. The new shares will be entitled to full dividends for the 2009 business year and the following years and it is envisaged that the new shares will be included on or around 29 October 2009 in the official market (prime market segment) of the Vienna Stock Exchange. The new shares are also envisaged to be included in the official market to Warsaw Stock Exchange following registration of new shares with the National Depository for Securities and its admission to trade by the Warsaw Stock Exchange. It is expected that the new shares will be admitted to trading in the forthcoming weeks on the Warsaw Stock Exchange.
Since the offer is exclusively directed to either qualified or to less than 100 selected investors per EEA member state and no public offer takes place and in addition, less than 10% of the shares of the same type as previously approved for trading on the same regulated market will be issued, the preparation of a prospectus pursuant to the Capital Markets Act or the Stock Exchange Act is not required. It is envisaged that the final offer price will be determined by the management board of Warimpex with the approval of the supervisory board after the end of the accelerated book-building-procedure on 23 October 2009 and in consideration of the six-month-average trading price of the Warimpex-share (Vienna Stock Exchange, 22 October 2009) and it is envisaged that the final offer price will be published via electronic media on 23 October 2009.
As announced by the company on 7 October 2009, the subscription rights of shareholders were excluded for the execution of an accelerated book-building- procedure. The report of the management board regarding the exclusion of the subscription rights pursuant to section 171 para 2 in connection with section 153 para 4 of the Austrian Stock Corporation Act is available on the company's website. By excluding the subscription rights, the investor base will be broadened and the freefloat will be increased.
Basic data of the transaction
Issuer: Warimpex Finanz- und Beteiligungs Aktiengesellschaft.
Offer: The new shares will exclusively be offered to either qualified investors with the exclusion of subscription rights or to less than 100 selected investors per EEA member state in the course of a private placement.
Subscription ratio: None (subscription rights are excluded)
Offer period: It is envisaged that the offer period starts on 23 October 2009 and ends on 23 October 2009. The lead manager reserves the right to close the book ahead of schedule or to cancel the offer ahead of schedule.
Offer price: It is envisaged to announce the offer price on 23 October 2009; the offer price will be determined in the course of an accelerated book- building-procedure.
First listing of the new shares: it is envisaged to include the new shares on 29 October 2009 in the official market (prime market segment) at the Vienna Stock Exchange; it is expected that the new shares will be admitted to trading in the forthcoming weeks on the Warsaw Stock Exchange..
Rights to dividends of the new shares: Full entitlement for the 2009 financial year and following years
Value Date: Presumably 29 October 2009 (Vienna)
ISIN: AT0000827209
Bookrunner & Lead Manager: Raiffeisen Centrobank AG
Co-Lead Manager: Wood&Company Financial Services, a.s.
Selling Agent: UniCredit CAIB Poland
Legal disclaimer
This ad-hoc announcement is intended for information purposes in Austria and constitutes neither an offer to sell nor a solicitation to buy shares of Warimpex Finanz- und Beteiligungs Aktiengesellschaft. No public offering of the shares will take place. This ad-hoc announcement is not for distribution or publication in or into the United States of America (USA) and must not be distributed to "U.S. persons" (as defined in regulation S under the U.S. Securities Act of 1933, in the respective amended version) or publications with a general circulation in the United States. This ad-hoc announcement neither constitutes an offer to sell nor a solicitation to buy shares in the USA.
Further inquiry note:
Warimpex Finanz- und Beteiligungs AG
Phone: +43 1 310 55 00
Christoph Salzer
mailto:presse@warimpex.com
Daniel Folian, mailto:investor.relations@warimpex.com
www.warimpex.com
Branche: Real Estate
ISIN: AT0000827209
WKN:
Index: ATX Prime
Börsen: Wien / official market