20.04.2016
Manz AG DE000A0JQ5U3
DGAP-Adhoc: Manz AG resolves on cash capital increase with subscription rights in the amount of 43% of the share capital
Manz AG / Key word(s): Capital Increase
20.04.2016 20:18
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Reutlingen, 20 April 2016 - The executive board of Manz AG, Reutlingen,
(ISIN: DE000A0JQ5U3) resolved today, with the consent of the supervisory
board, to issue 2,323,224 new shares (approx. 43% of the existing share
capital) by way of a capital increase from authorized capital with the
inclusion of the shareholders' subscription rights. The share capital of
the company shall be increased by partial utilization of the authorized
capital 2015 from 5,420,864 euros by 2,323,224 euros to 7,744,088 euros
against cash contributions. The new shares (common stock) shall be offered
to the shareholders of the company for subscription during the period from
25 April 2016 through 19 May 2016 (in each case inclusive). In conformity
with the subscription ratio of 7:3, three new shares can be subscribed for
each seven old shares of the company. The subscription price of each new
share subscribed is 34.74 euros.
Shanghai Electric Germany Holding GmbH, a German subsidiary of Shanghai
Electric Group Co., Ltd. (Shanghai, PR China), has agreed to take over at
the subscription price the new shares not subscribed by the shareholders.
Furthermore, the shareholders Dieter Manz and Ulrike Manz, who currently
hold 35.2% and 3.8%, respectively, of the shares of the company, will not
exercise the subscription rights according to which they are entitled for
subscription to a total of 906,662 new shares, but rather will transfer
them to Shanghai Electric Germany Holding GmbH, which has agreed to
exercise these subscription rights. The obligations of Shanghai Electric
Germany Holding GmbH are subject to several conditions, in particular the
approval of anti-trust authorities in China and various other official
approvals in China.
The proceeds of the capital increase shall serve the repayment of loans to
the company from German lenders, the covering of costs with cash-flow
impact in the framework of the restructuring in fiscal year 2016, a
possibly necessary repayment of a project loan, the financing of research
and development costs and working capital as well as general corporate
purposes of the Manz Group.
The prospectus of Manz AG will prospectively be available for retrieval,
following approval by the Bundesanstalt für Finanzdienstleistungsaufsicht
(BaFin), 21 April 2016 onwards on the Internet page of the company at
http://www.manz.com/de/ under the heading "Investor Relations." The
subscription offer to the shareholders is expected to be published in the
German Federal Gazette (Bundesanzeiger) on 22 April 2016. The capital
increase is assisted by Bankhaus Lampe as global coordinator.
The subscription rights (ISIN: DE000A2AA2U5) are expected to be traded in
the period from 25 April 2016 through and including 17 May 2016 (until
around 12 noon CEST) in the regulated market (Xetra and Xetra Frankfurt
Specialist) on the Frankfurt Stock Exchange. The new shares will
participate in profits beginning with January 1, 2015. They are to be
admitted for trading and are expected to be included on 24 May 2016 in the
existing listing in the sub-segment of the regulated market with additional
post-admission obligations (prime standard) of the Frankfurt Stock
Exchange.
With respect to the further details of the subscription offer and the
associated risks, please see the prospectus required for the public offer
and the admission of the new shares.
Additional information:
ISIN: DE000A0JQ5U3
German Securities Identification Number: A0JQ5U
Trading symbol: M5Z
Trading segment: Regulated Market (Prime Standard) of the Frankfurt Stock
Exchange
Manz AG
Steigäckerstrasse 5
72768 Reutlingen
Germany
This publication may not be published, distributed or transmitted, directly
or indirectly, in the United States (including its territories and
possessions), Canada, Australia or Japan or any other jurisdiction where
such an announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons
into whose possession this document or other information referred to herein
comes should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This publication does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of Manz AG in the United
States, Germany or any other jurisdiction. Neither this announcement nor
anything contained herein shall form the basis of, or be relied upon in
connection with, any offer or commitment whatsoever in any jurisdiction.
Any potential public offer in Germany will be made exclusively by means of
and on the basis of a prospectus to be published. An investment decision
with respect to the publicly offered securities of Manz AG should be made
only on the basis of a prospectus to be published. The prospectus is,
subject to its approval, expected to be available from 21 April 2016
onwards on the website of Manz AG at http://www.manz.com/de/ under the
heading "Investor Relations" in the subheading "Capital Increase" as well
as in printed form free of charge at Manz AG, Steigäckerstrasse 5, 72768
Reutlingen, (Fax: +49 (0)7121 / 9000-99) and at Bankhaus Lampe KG,
Jägerhofstrasse 10, 40479 Düsseldorf, (Fax: +49 (0)211 / 4952-849).
The securities of Manz AG may not be offered or sold in the United States
absent registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended (the "Securities Act"). The securities
of Manz AG have not been, and will not be, registered under the Securities
Act.
No action has been taken that would permit an offering of the securities or
possession or distribution of this announcement in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about and to observe
any such restrictions.
< End of the Ad-hoc Announcement>
Investor Relations Contact
cometis AG
Ulrich Wiehle / Claudius Krause
Tel.: +49 (0)611 - 205855-28
Fax: +49 (0)611 - 205855-66
E-mail: [email protected]
Manz AG
Axel Bartmann
Tel.: +49 (0)7121 - 9000-395
Fax: +49 (0)7121 - 9000-99
E-mail: [email protected]
20.04.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Manz AG
Steigäckerstr. 5
72768 Reutlingen
Germany
Phone: +49 (0) 7121 9000-0
Fax: +49 (0) 7121 9000-99
E-mail: [email protected]
Internet: http://www.manz.com
ISIN: DE000A0JQ5U3
WKN: A0JQ5U
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart
End of Announcement DGAP News-Service
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