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1&1 AG — Capital/Financing Update 2007
Nov 7, 2007
1_rns_2007-11-07_cf97ec6d-c6d1-4c30-9f8d-73fe1216e02e.html
Capital/Financing Update
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Ad-hoc | 7 November 2007 09:36
Drillisch AG has resolved upon a capital increase by utilization of authorized capital
Drillisch AG / Capital Increase/Strategic Company Decision
Release of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
Drillisch has resolved upon a capital increase by utilization of
authorized capital
Maintal, 7 November 2007 – The management board of Drillisch
Aktiengesellschaft, with the consent of the supervisory board, resolved
today to increase the share capital via authorized capital from €
39,324,994.50 by a maximum of € 19,182,922.00 to up to € 58,507,916.50 by
issuing up to 17,439,020 new ordinary bearer shares with no par value (no
par value shares), each share with a notional par value of € 1.10 and full
dividend rights as of 7 January 2007, against cash contribution. Current
shareholders will be granted an indirect subscription right.
An underwriting syndicate consisting of BHF-BANK Aktiengesellschaft, DZ
BANK AG Deutsche Zentral-Genossenschaftsbank, WestLB AG (Joint Lead
Managers and Joint Bookrunners) and Landsbanki Kepler will subscribe
for the new shares on the basis of an underwriting agreement expected to be
dated 12 November 2007 with the obligation to offer the new shares for sale
to shareholders subject to certain terms and conditions and agreement on
the subscription price, which is scheduled to be determined on 20 November
2007.
The new shares will be transferred to the underwriters with the obligation
to offer them to the company's shareholders for subscription at the ratio
of 41:20, i.e., 41 subscription rights will entitle the holder to subscribe
for 20 new shares. In order to permit an even subscription ratio, one of
the current shareholders has committed himself to waive his subscription
rights with regard to four of his shares.
Drillisch intends to use the net proceeds of the issue to finance
acquisitions in its core business area. In addition to the direct
acquisition of companies or divisions of companies, this may also include
the partial financing of the acquisition of a block of shares in freenet
AG, Büdelsdorf. Furthermore, the company intends to use the net proceeds to
make scheduled payments on the Group’s liabilities, and to strengthen its
asset base.
By issuing the new shares, the total number of outstanding shares of
Drillisch Aktiengesellschaft will be increased from 35,749,995 at present
to up to 53,189,015.
Subject to the approval of the Federal Financial Supervisory Authority
(BunBundesanstalt für Finanzdienstleistungsaufsicht, BaFindesanstalt für
Finanzdienstleistungsaufsicht, BaFin), an offering circular will be
published approximately on 9 November 2007. Following the publication, the
offering circular will be available at the Company and the underwriters.
Important Information
This ad hoc release constitutes neither an offer to sell nor a solicitation
of an offer to buy any securities.
This ad hoc release and the information contained herein are not for
distribution in or into the United States of America and must not be
distributed to U. S. persons (as defined in Regulation S of the U. S.
Securities Act of 1933, as amended ('Securities Act')) or to publications
with a general circulation in the United States. This press release does
not constitute an offer or invitation to purchase any securities in the
United States. The securities of Drillisch Aktiengesellschaft have not been
registered under the Securities Act and may not be offered, sold or
delivered within the United States or to U. S. persons absent registration
or an exemption from the registration requirements of the Securities Act.
There will be no public offering of securities in the United States of
America.
This ad hoc announcement is directed at and/or for distribution in the U.
K. 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 being together referred to as 'relevant persons'). This
ad hoc announcement is directed only at relevant persons. Any person who is
not a relevant person should not act or rely on this document or any of its
contents. Any investment or investment activity to which this ad hoc
announcement relates is available only to relevant persons and will be
engaged in only with relevant persons.
Contact:
Oliver Keil
Head of Investor Relations
Mail: [email protected]
07.11.2007 Financial News transmitted by DGAP
Language: English
Issuer: Drillisch AG
Wilhelm-Röntgen-Straße 1-5
63477 Maintal
Deutschland
Phone: +49 (0)6181 412 200
Fax: +49 (0)6181 412 183
E-mail: [email protected]
Internet: www.drillisch.de
ISIN: DE0005545503
WKN: 554550
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, München, Stuttgart
End of News DGAP News-Service