EANS-Adhoc: Curanum AG announces capital increase and debt 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. --------------------------------------------------------------------------------
31.03.2011
Curanum AG's Management Board has passed a resolution to increase the company's share capital. It has done so in advance of the publication of its consolidated annual financial statements, and with the consent of the Supervisory Board. The capital increase will be a rights offering to all shareholders from authorized capital. The company will issue up to 6,532,000 ordinary bearer shares, each with a notional share in the share capital of EUR 1.00 per share, in exchange for cash, thereby increasing the share capital by up to EUR 6,532,000, from currently EUR 32,660,000 to up to EUR 39,192,000. The capital increase serves to support the planned transaction-related growth path.
The new shares will be offered to shareholders in a 4.9 : 1 ratio, and at a subscription price of EUR 1.80 per share. The 405,102 treasury shares owned by the company will not participate in the subscription offering, and have consequently not been included in the subscription ratio calculation. The subscription offer will be published in the electronic Federal Gazette presumably on April 11, 2011. The offer period will run from April 12, 2011 to May 2, 2011. The new shares are vested with full dividend rights for the 2010 financial year. The subscription offer is directed exclusively at existing shareholders in the company. There are no plans to organize subscription rights trading.
Shareholders will also have the exclusive right to acquire, at the same subscription price, any new shares that have not been subscribed for by shareholders as part of the subscription offer (so-called "over-subscription"). Binding offers for such an over-subscription must be submitted during the offer period. Should it be impossible to allocate all the additional new shares for which shareholders have made an offer to subscribe as part of their over-subscription, offers to acquire further new shares will be allocated to those shareholders pro rata to their exercised subscription rights until the entire volume of the capital increase has been exhausted. The new shares are to be admitted to trading on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange, without publication of a securities prospectus.
Curanum AG´s Management Board also announces today to kick off a refinancing of the existing debt of the company. The current base financing of the company consisting of a promissory note loan of around EUR 31 million is to be replaced by a syndicated loan, since, as a result of one-off effects and extraordinary write-downs reflecting the Management Board's conservative valuation approach, as well as an amendment to the IAS 36 accounting standard, the company does not comply with an agreed financial ratio under the existing loan documentation, thus granting the financing banks an extraordinary termination right. Since this financial ratio, however, neither reflects the current improvement in the company's net debt position of around EUR 15 million, nor the company's earnings level, which is materially impacted by one-off effects, and since the interest rate level on the promissory note loan is relatively high, the Management Board has launched measures to implement a debt refinancing in the second quarter of 2011. This concept is intended in particular to provide the company with new base financing.
Munich, March 31, 2011
end of announcement euro adhoc --------------------------------------------------------------------------------
Contact:
Caroline Lutz
Tel.: + 49 89 242065 17
E-Mail: ir@curanum.de
Branche: Healthcare Providers
ISIN: DE0005240709
WKN: 524070
Index: CDAX, Classic All Share, Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
München / regulated dealing