- Subscription offer for rights issue published today
- Subscription period from December 10 to 23, 2009
- Subscription ratio 15:2, subscription price €4.58
- Principal shareholders to take up any unsubscribed new shares
- Equity offering and banking refinancing package secure restructuring of schlott gruppe until 2012
Freudenstadt, 9 December 2009. As reported on 10 November 2009 in the form of an ad hoc notification, schlott gruppe has passed a resolution for a cash-based equity offering. The company today published its detailed subscription offer in the eBundesanzeiger (electronic Federal Gazette).
Shareholders will have the opportunity to subscribe new shares in the period from 10 to 23 December. Based on the agreed subscription ratio, two new shares at a subscription price of €4.58 per share may be purchased for every 15 old shares held. Landesbank Baden-Württemberg, in its capacity as subscription agent, will act as the central coordinator for shareholders wishing to exercise their subscription rights via their custodian bank.
Principal shareholders of schlott gruppe have expressed their confidence in the success of the company’s restructuring measures. Therefore, as well as exercising their own subscription rights, they have committed themselves in the form of substantial additional obligations: they will take up – at the subscription price – any rights of shareholders not exercised within the context of applications placed for additional shares, thus assuring that schlott gruppe receives the full proceeds from its share issuance as planned. Wide-ranged marketing of the offering including the issue of a prospectus is thus not necessary.
The commitment of principal shareholders means that the Group's refinancing, including restructuring expenses, has been safeguarded up until 2011/12 within the parameters of projected business performance and the announced restructuring. The contractual execution of the banking refinancing package, which is already agreed in principal, is to take place in the coming weeks.
Heiko Arnold, CFO of schlott gruppe: “We can now concentrate fully on the extensive restructuring measures, which involve substantial adjustments to existing capacity levels, centralisation of administrative and associated functions, as well as structural streamlining within the Group as a whole. The Group is to become leaner, while costs attributable to administration and production are to be scaled back significantly on a permanent basis. In doing so, schlott gruppe will substantially strengthen its competitiveness within a printing market characterised by intense rivalry.
Asked to comment, Bernd Rose, CEO of schlott gruppe AG, said, "Assured financing for our extensive restructuring measures paves the way for schlott gruppe's future. Therefore, it was a foregone conclusion that I would support the execution of a rights issue and exercise the subscription rights on the shares I hold. Within this context, I would like to emphasize the tremendous commitment shown by our principal shareholders, who have again reaffirmed their close ties with schlott gruppe. We shall now focus on implementing the structural measures. Drawing on a strategy that is viable both from a financial and an operational perspective, I am confident that we will be able to tackle the structural changes facing our industry."
Not to be distributed in the United States of America or to US persons, in Canada, Australia, Japan or other countries in which the offer and sale of securities is governed by legal provisions.
This announcement is intended solely for information purposes and shall not constitute an offer to sell or the solicitation of an offer to buy securities. In connection with this transaction, it should be noted that there has not been, nor will there be, any public offering of the New Shares. Furthermore, no prospectus will be prepared in connection with the offering of the New Shares. The New Shares may not be offered to the public in any jurisdiction in circumstances which would require schlott gruppe Aktiengesellschaft to prepare or register any prospectus or other offering document relating to the New Shares in such jurisdiction. The distribution of this announcement and the offer and sale of the New Shares in certain jurisdictions may be restricted by law.
This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States of America. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any State within the United States, and may not be offered or sold, pledged or otherwise transferred in the United States for the account or benefit of, US persons, absent registration under the Securities Act or pursuant to an available exemption from such registration and applicable state or local securities laws. This announcement and the information contained herein may not be distributed in or sent to the United States, or in/to any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws, and must not be distributed to US persons or publications with a general circulation in the United States. No offering of the New Shares is being made in the United States.
