EANS-Adhoc: Capital increase resolution of K+S Aktiengesellschaft: Issuance of 26.4 million new shares with a purchase price of EUR 26.00 per share
-------------------------------------------------------------------------------- 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. --------------------------------------------------------------------------------
25.11.2009
Today, the Board of Executive Directors of K+S Aktiengesellschaft, with the consent of the Supervisory Board, resolved a capital increase from authorised capital against cash contributions. Using part of the authorized capital, a total number of 26.4 million new ordinary bearer shares without par value will be issued at a purchase price of EUR 26.00 per share. As a result, the share capital of K+S Aktiengesellschaft will increase from EUR 165.0 million by EUR 26.4 million to EUR 191.4 million, with the capital increase amounting to 16 % of the company´s current share capital. The new shares will carry full dividend rights as of the fiscal year 2009.
The shareholders of K+S Aktiengesellschaft will receive an indirect subscription right and are entitled to acquire 4 shares in return for 25 shares held. The two major shareholders of K+S Aktiengesellschaft, MCC/Eurochem and BASF, informed the company that they will fully participate in the capital increase in proportion to their shareholdings. Subject to the approval of the prospectus by the Federal Agency for Financial Services Supervision (Bundesanstalt für Finanzdienstleistungsaufsicht; BaFin) and the publication of the approved prospectus, the subscription period will commence on 27 November and end on 10 December 2009. Unsubscribed shares will be placed in a private placement or sold in the market following the end of the subscription period.
It is expected that the gross issue proceeds from the capital increase will amount to EUR 686.4 million. The primary purpose of the capital increase and offering is to improve the company´s equity base also in line with its desired capital structure. The company anticipates that the proceeds from the capital increase will provide the company with the ability to repay bank loans that it used to finance the acquisition of Morton Salt and provide it with financial and strategic flexibility for additional growth in the future.
Subject to the approval and publication of the prospectus, it is anticipated that the subscription rights for the new shares (ISIN DE000A1A6Z69 / WKN A1A 6Z6) will be traded on the regulated market of the Frankfurt Stock Exchange from 27 November through 8 December 2009 (including). All shares already issued by the company are expected to be listed "ex subscription right" on the regulated market of the Frankfurt Stock Exchange from 27 November 2009. The new shares are expected to be included in the current listing on the regulated market of the stock exchanges in Berlin, Dusseldorf, Frankfurt, Hamburg, Hanover, Munich and Stuttgart as well as in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange as of 11 December 2009.
The new shares will be underwritten by Deutsche Bank AG and Morgan Stanley Bank AG as Joint Global Coordinators and Joint Bookrunners and further banks to offer them to the shareholders of K+S Aktiengesellschaft for subscription.
K+S Aktiengesellschaft Kassel, 25 November 2009 The Board of Executive Directors
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States of America.
This announcement is not a prospectus. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus to be issued by the company in connection with the offering of such shares. Copies of the prospectus will, following approval of the German Financial Supervisory Authority (BaFin) and publication, be available free of charge from K+S AG (Bertha-von-Suttner-Strasse 7, 34131 Kassel, Germany).
This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as "relevant persons"). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This information contains forward-looking statements that are based upon current views and assumptions of the K+S Aktiengesellschaft management, which were made to its best knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of K+S Aktiengesellschaft to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving these documents are advised not to unreasonably rely on these forward-looking statements. K+S Aktiengesellschaft does not assume any obligation to update such forward-looking statements and to adjust them to any future results and developments.
End of ad hoc disclosure
end of announcement euro adhoc --------------------------------------------------------------------------------
Further inquiry note:
Christian Herrmann
Telefon: +49(0)561-9301-1460
E-Mail: christian.herrmann@k-plus-s.com
Branche: Chemicals
ISIN: DE0007162000
WKN: 716200
Index: DAX, Midcap Market Index, CDAX, Classic All Share, HDAX,
Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / regulated dealing
Hamburg / regulated dealing
Stuttgart / regulated dealing
Düsseldorf / regulated dealing
Hannover / regulated dealing
München / regulated dealing
Original content of: K+S Aktiengesellschaft, transmitted by news aktuell