EANS-News: Klöckner & Co SE issues 20,000,000 new shares
Klöckner & Co decides on capital increase with a volume of EUR 200 million Subscription price of EUR 10.00 per new share Subscription rights for Klöckner & Co shareholders at a ratio of 7 to 3 Subscription rights to be exercised from September 8 through September 21, 2009
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Restructuring & Recapitalisations
Duisburg (euro adhoc) - Duisburg, September 4, 2009 - The Management Board of Klöckner & Co SE decided today with the consent of the Supervisory Board to carry out a capital increase from authorized capital. Klöckner & Co is raising new funds inter alia to resume its acquisition strategy started after the public listing in 2006 and to advance sectoral consolidation. The company had suspended its expansion efforts when the global financial crisis deepened last September in order to focus on cost-cutting and debt reduction and safeguard its financial stability. Due to the Company´s fast, rigorous response to the crisis, these measures have now largely been completed. Although the financial crisis and its repercussions are probably not yet behind us, Klöckner & Co aims to use crisis-related opportunities to push its long-term growth. In addition, a recovery of the economic situation will lead to higher working capital requirements. In this process, the Company will not loosen its safety net of healthy balance-sheet ratios and financing structure and will expand its equity capital base accordingly.
The Company will increase its share capital by EUR 50,000,000 from EUR 116,250,000 to EUR 166,250,000. The capital increase will be effected through the issue of 20,000,000 no-par value shares with a calculated pro rata share of the capital stock of EUR 2.50 per share and full dividend entitlements as of January 1, 2009. The issue price for the new shares amounts to EUR 10.00 per share, resulting in gross issue proceeds of EUR 200 million. The underwriter banks have guaranteed the placement at this price. Following the approval of the securities prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) anticipated on September 4, 2009, the new shares will be offered to Klöckner & Co shareholders for subscription at a ratio of 7 : 3, i.e. shareholders can subscribe three new shares for seven old shares. Shareholders´ legal subscription rights were excluded for a residual amount of 71,429 shares to ensure an even subscription ratio. The subscription rights may be exercised during the period from September 8, 2009, through September 21, 2009. They will be traded in the regulated market of the Frankfurt Stock Exchange during the period from September 8, 2009, through September 17, 2009. It is expected that the new Klöckner & Co shares will be included in the existing listing of shares of Klöckner & Co on September 22, 2009. The capital increase of Klöckner & Co is underwritten by a consortium of Deutsche Bank and J.P. Morgan as well as ABN AMRO, Barclays Capital and COMMERZBANK.
About Klöckner & Co Klöckner & Co is the largest producer-independent distributor of steel and metal products in the European and North American markets combined. The core business of the Klöckner & Co Group is the storage and distribution of steel and non-ferrous metals. About 185,000 active customers are supplied through around 250 distribution locations by around 9,500 employees in 15 countries in Europe and North America. During the financial year 2008, the Company achieved sales of approximately EUR6.7 billion. The shares of Klöckner & Co SE are admitted to trading on the regulated market segment (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment to the regulated market with further post-admission obligations (Prime Standard). Klöckner & Co shares are listed in the MDax® Index of Deutsche Börse. ISIN: DE000KC01000; WKN: KC0100; Common Code: 025808576.
Disclaimer NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR TO U.S. PERSONS This publication does not constitute an offer to sell or the solicitation of an offer to purchase the shares or any other securities of Klöckner & Co SE. Any offering of shares will, subject to approval from the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), be made on the basis of a prospectus yet to be published. This document is not an offer of securities for sale or a solicitation of an offer to purchase shares or subscription rights in the United States. The shares of Klöckner & Co SE (the "Shares") and subscription rights in respect of Shares may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")) unless registered under the Securities Act or pursuant to an exemption from such registration. The Shares and subscription rights in respect of Shares will not be registered under the Securities Act.
The subscription rights in respect of Shares may be exercised in the United States only by qualified institutional buyers as defined in and in reliance on Rule 144A under the Securities Act. Each person located in the United States who exercises subscription rights will be required to provide certain written representations and warranties to this effect.
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Further inquiry note:
Contact persons
Peter Ringsleben - Corporate Communications
Phone: +49-203-307-2800
E-mail: peter.ringsleben@kloeckner.de
Claudia Uhlendorf - Corporate Communications
Phone: +49-203-307-2289
E-mail: claudia.uhlendorf@kloeckner.de
Dr. Thilo Theilen - Investor Relations
Phone: +49-203-307-2050
E-Mail: thilo.theilen@kloeckner.de
E-Mail: claudia.uhlendorf@kloeckner.de
Branche: Metal Goods & Engineering
ISIN: DE000KC01000
WKN: KC0100
Index: CDAX, Classic All Share, Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
München / free trade
Original content of: Klöckner & Co SE, transmitted by news aktuell