SGL CARBON SE / Key word(s): Capital Increase 29.11.2016 08:18 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. --------------------------------------------------------------------------- * SGL Carbon SE raises capital to strengthen the capital structure, improve the leverage ratio and enhance the financial headroom of the Group * Major shareholders SKion GmbH und BMW AG have provided firm subscription commitments to participate in the capital increase according to their shareholding Wiesbaden, November 29, 2016. The Board of Management of SGL Carbon SE today resolved, with the approval of the Supervisory Board, to utilize the Company's existing authorized capital to increase the existing share capital against cash contributions with shareholders' indirect subscription rights. The Company's share capital will be increased from EUR 236,394,183.68 by EUR 76,800,000.00 to EUR 313,194,183.68 against cash contributions, by issuing 30,000,000 new ordinary bearer shares with no par value, each representing a notional value of EUR 2,56 (the New Shares). The New Shares carry full dividend rights as of January 1, 2016. The New Shares will be offered to existing shareholders for indirect subscription at a ratio of 40:13 and at a subscription price of EUR 6.00 per New Share. 40 existing shares of SGL Carbon SE entitle holders to subscribe for 13 New Shares. The Company expects to receive gross proceeds from the capital increase of approximately EUR 180 million and intends to use the net proceeds - together with the net proceeds from the disposition of the business activities of its former reporting segment Performance Products (PP) - to redeem in full or early repurchase the convertible notes due 2018 and to early redeem in full the Company's corporate bond, thereby strengthening the capital structure, improving the leverage ratio and enhancing the financial headroom of the Group. The Company has received firm subscription commitments from its major shareholders SKion GmbH and Bayerische Motoren Werke Aktiengesellschaft. Each of such major shareholder has committed itself to participate in the capital increase according to its shareholding. A syndicate of banks will sell the subscription rights relating to the shareholders Volkswagen AG and Voith GmbH who are not participating in the capital measure. These subscription rights will be placed in the near term in a market sensitive manner. Subject to the approval of the prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the publication of the approved prospectus, which are expected for today, the subscription period during which the Company's shareholders may exercise their subscription rights is expected to begin on November 30, 2016 and is expected to end on December 13, 2016 (including). Any New Shares not subscribed for by the end of the subscription period will be offered by way of a private placement directly after the end of the subscription period. The Company's existing shares will be quoted as ex-subscription rights (ex Bezugsrecht) from November 30, 2016 onwards. A syndicate of banks has agreed to subscribe and underwrite the New Shares at the subscription price and to offer the New Shares to existing shareholders in accordance with the conditions of a subscription offer expected to be published later today in the German Federal Gazette (Bundesanzeiger) after the approval of the prospectus. The registration of the capital increase in the commercial register of the local court (Amtsgericht) of Wiesbaden is expected on or around December 13, 2016. Subject to the approval and publication of the approved prospectus, the subscription rights for the New Shares will be traded during the period from November 30, 2016 up to and including December 9, 2016 on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange under ISIN DE000A2DA687 and German Securities ID (WKN) A2D A68. No compensation will be payable for subscription rights not exercised. The admission of the New Shares to the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange, and sub-segment thereof with additional post-admission obligations (Prime Standard), is expected to occur on or around December 13, 2016. Commencement of trading is expected to occur on or around December 14, 2016. It is intended that the New Shares will be included in the existing listing quotation of the Company's shares. --------------------------------------------------------------------------- Information and Explanation of the Issuer to this News: Important Note: These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase or subscribe for securities (the 'Shares') of SGL Carbon SE (the 'Company') to any person in the United States, Australia, Canada, Japan, the United Kingdom, Germany or any other jurisdiction in which such offer or solicitation is unlawful. The Shares of the Company have not been nor will they be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act') and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The Shares of the Company have not been, and will not be, offered to U.S. investors. There will be no public offer of the Shares in the United States. In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order') or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as 'Relevant Persons'). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of SGL Carbon SE should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and will be available free of charge from SGL Carbon SE, Söhnleinstraße 8, 65201 Wiesbaden, Germany, or on the SGL Carbon SE website. This press release contains forward looking statements based on the information currently available to us and on our current projections and assumptions. By nature, forward looking statements are associated with known and unknown risks and uncertainties, as a consequence of which actual developments and results can deviate significantly from the assessment published in this press release. Forward looking statements are not to be understood as guarantees. Rather, future developments and results depend on a number of factors; they entail various risks and unanticipated circumstances and are based on assumptions which may prove to be inaccurate. These risks and uncertainties include, for example, unforeseeable changes in political, economic, legal and business conditions, particularly relating to our main customer industries, such as electric steel production, to the competitive environment, to interest rate and exchange rate fluctuations, to technological developments, and to other risks and unanticipated circumstances. Other risks that may arise in our opinion include price developments, unexpected developments associated with acquisitions and subsidiaries, and unforeseen risks associated with ongoing cost savings programs. SGL Group assumes no responsibility in this regard and does not intend to adjust or otherwise update these forward looking statements. Stabilization / EU Regulation 2273/2003 / German law / FSA. 29.11.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: SGL CARBON SE Söhnleinstraße 8 65201 Wiesbaden Germany Phone: +49 (0)611 6029 - 0 Fax: +49 (0)611 6029 - 101 E-mail: [email protected] Internet: www.sglgroup.de ISIN: DE0007235301, DE000A2DA687 WKN: 723530, A2D A68 Indices: SDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange End of Announcement DGAP News-Service ---------------------------------------------------------------------------