12.09.2016
MPC Münchmeyer Petersen Capital AG DE000A1TNWJ4
DGAP-Adhoc: MPC Münchmeyer Petersen Capital AG launches cash capital increase by up to 6,085,583 new shares with shareholder subscription rights
MPC Münchmeyer Petersen Capital AG / Key word(s): Capital Increase
12.09.2016 17:40
Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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DISCLOSURE OF AN INSIDE INFORMATION PURSUANT TO ARTICLE 17 MAR
THE INFORMATION CONTAINED IN THIS DISCLOSURE IS NOT INTENDED FOR
PUBLICATION OR DISSEMINATION IN THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA OR JAPAN
MPC Münchmeyer Petersen Capital AG launches cash capital increase by up to
6,085,583 new shares with shareholder subscription rights
- Principal shareholders to waive subscription rights for Pre-placement
of approximately 3,500,000 new shares with institutional investors to
be launched this evening
- Placement price for the new shares to be determined by way of
accelerated bookbuilding process as part of Pre-placement, expected to
be published on 13 September 2016
- Subscription price for the Rights Offering to be identical to placement
price of Pre-placement
- Subscription Period expected to begin on 14 September 2016 and to
conclude on 27 September 2016
- Net proceeds are intended to finance further growth, especially by way
of co-investments
- Approved prospectus published on website
Hamburg, 12 September 2016 - The Management Board of MPC Münchmeyer
Petersen Capital AG ("MPC Capital AG") today resolved, with the consent of
the Supervisory Board, to implement a capital increase against cash
contributions from authorised capital, offering an indirect subscription
right to shareholders. The partial utilisation of the authorised capital
resolved by the General Meeting on 21 June 2016 will result in the share
capital of the Company being increased from the current EUR 24,342,333.00
by up to EUR 6,085,583.00 to up to EUR 30,427,916.00. To implement this
capital increase, MPC Capital AG plans to issue up to 6,085,583 new
ordinary bearer shares with no par value (Stückaktien), each such share
representing a notional interest in the share capital of EUR 1.00. The new
shares will carry full dividend rights as from 1 January 2016.
In the interest of increasing free float, the principal shareholder of the
Company, MPC Participia GmbH, and other major shareholders have waived in
advance the rights to subscribe approximately 3,500,000 new shares.
Selected institutional investors outside the United States of America will
be offered the opportunity to acquire these new shares in advance as part
of a private placement ("Pre-placement"). The Pre-placement will be
launched this evening.
The placement price for the new shares to be placed in the Pre-Placement
will be determined on the basis of an accelerated bookbuilding process as
part of the Pre-placement, taking into account the current price of the
existing shares of MPC Capital AG. The Subscription price for the Rights
Offering (as defined below) will be identical to the placement price of the
Pre-Placement, and is expected to be published on 13 September 2016
pursuant to Article 17 MAR.
Following this, those shareholders of MPC Capital AG who have not waived
their subscription rights may exercise their subscription right and
subscribe the shares at the subscription price (the "Rights Offering"). The
Rights Offering is expected to be published on 13 September 2016 in the
Federal Gazette (Bundesanzeiger) and on MPC Capital AG's website. For the
purposes of the Rights Offering, MPC Capital AG prepared a prospectus,
which has been published on MPC Capital AG's website (www.mpc-capital.de/
ir). The Subscription Period, during which the shareholders of MPC Capital
AG may exercise their subscription rights at the subscription price, is
expected to begin on 14 September 2016 and conclude on 27 September 2016
(the "Subscription Period").
The subscription ratio will be 4 to 1, meaning that for every four existing
shares (or as many subscription rights) they hold, shareholders with
subscription rights (or those holding subscription rights) may subscribe
one new share of MPC Capital AG. In the interest of maintaining an even
subscription ratio, MPC Participia GmbH has waived one subscription right
arising from one existing share.
Furthermore, MPC Participia GmbH has undertaken to exercise all
subscription rights not waived and, hence, to subscribe 420,000 new shares
during the Subscription Period. As a consequence of the waiver of
subscription rights, the share in MPC Capital AG held jointly by MPC
Participia GmbH and MPC Shipping Beteiligungsgesellschaft mbH & Co. KG will
initially be diluted to below 50%. As consideration for waiving its
subscription rights, the MPC Capital AG will grant MPC Participia GmbH a
priority right relating to the acquisition of new shares, which will
neither be placed as part of the Pre-placement nor as part of the Rights
Offering. Under that priority right, MPC Participia GmbH may acquire -
subject to availability - at the subscription price as many new shares as
required to ensure that it together with MPC Shipping
Beteiligungsgesellschaft mbH & Co. KG is able to regain an equity interest
of (at most) 50% plus one share in MPC Capital AG.
The partial implementation of the capital increase as part of the Pre-
placement is expected to be entered into the commercial register on 14
September 2016; the further implementation of the capital increase is
expected to be entered on 29 September 2016.
The net issue proceeds resulting from the Offering and the placement of the
New Shares in the Company are primarily intended for financing the
Company's further growth through the MPC Capital Group's equity investments
in new real investment products by way of Co-investments.
The new shares issued under the Pre-placement are expected to begin trading
in the Entry Standard segment of the Frankfurt Stock Exchange on 15
September 2016. The Company reserves the right to discontinue the Offering
in full or in part.
Berenberg is advising on the Offering as the Sole Global Coordinator and
together with M.M.Warburg as Joint Lead Manager and Joint Bookrunner
(together the "Underwriters").
About MPC Capital AG (www.mpc-capital.de)
MPC Capital AG is an independent asset and investment manager specialising
in real investments and investment products. Together with its
subsidiaries, the Company develops and manages real investments and
investment products for international institutional investors, family
offices and professional investors. The focus is on the asset classes real
estate, shipping and infrastructure. MPC Capital AG has been quoted on the
stock exchange since 2000 and employs some 240 people Group-wide.
Contact
MPC Capital AG
Stefan Zenker
Head of Investor Relations & Public Relations
Tel. +49 (40) 380 22-4347
E-mail: [email protected]
This disclosure contains forward-looking statements which are subject to
certain risks and uncertainties. Future results can deviate significantly
from currently expected results due to a variety of risk factors and
uncertainties such as changes in the business, economic or competitive
situation, exchange rate fluctuations, uncertainties with respect to legal
disputes or investigations and the availability of financial resources.
MPC Capital AG assumes no responsibility for updating the forward-looking
statements contained in this disclosure.
This disclosure constitutes neither an offer to purchase or sell securities
of MPC Capital AG nor an invitation to submit such an offer. Nor does this
disclosure constitute a prospectus within the meaning of EU Directive
2003/71/EC of the European Parliament and of the Council of 4 November
2003, as amended (the "Prospectus Directive"). Any public offering in
Germany may only be made on the basis of the prospectus, which has been
approved by the Federal Financial Supervisory Authority (BaFin) and
published on MPC Capital AG's website (www.mpc-capital.de/ir). Any decision
to invest in subscription rights or shares of MPC Capital AG should be made
solely on the basis of the prospectus. Hard-copy prospectuses are available
free of charge upon request from MPC Capital AG, Palmaille 67, 22767
Hamburg, and Joh. Berenberg, Gossler & Co. KG, Bockenheimer Landstraße 25,
60325 Frankfurt am Main. This disclosure is addressed exclusively to
qualified investors within the meaning of the Prospectus Directive in any
member state of the European Economic Area (other than Germany) having
transposed the Prospectus Directive into national law.
12.09.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English
Company: MPC Münchmeyer Petersen Capital AG
Palmaille 75
22767 Hamburg
Germany
Phone: +49 (0)40 380 22-0
Fax: +49 (0)40 380 22-4878
E-mail: [email protected]
Internet: www.mpc-capital.de
ISIN: DE000A1TNWJ4
WKN: A1TNWJ
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg,
Hanover, Munich, Stuttgart, Tradegate Exchange; Open Market
(Entry Standard) in Frankfurt
End of Announcement DGAP News-Service
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