Clariant AG — AGM Information 2004

Apr 2, 2004

News Details

Ad-hoc | 2 April 2004 14:02

9th Annual General Meeting of Clariant / AGM approves capital increase

Ad-hoc-announcement processed and transmitted by DGAP. The issuer is solely responsible for the content of this announcement. ——————————————————————————– 9th Annual General Meeting of Clariant / AGM approves capital increase Muttenz, Switzerland, April 2, 2004 – At the 9th Annual General Meeting of Clariant held at the Messe Congress Center in Basel, the shareholders today approved the proposal of the Board of Directors for an ordinary capital increase. The shareholders endorsed the annual report and granted discharge to the Board of Directors and Board of Management. The also approved the proposal of the Board of Directors to distribute a gross dividend of CHF 0.20 per share. Robert Raeber, Chairman of the Board, pointed out in his welcome address that Clariant was much stronger now than it had been one year ago. He stressed that the restructuring process was well underway and that the package of measures initiated was the right way and a necessary step in turning Clariant into a dynamic, strong-earning and world-class specialty chemical company. According to Raeber, the resumption of a dividend payment and the better-than-average performance of the Clariant share since the last AGM are clear signs that the company is returning to health. CEO Roland Lösser recalled that in the past year Clariant had managed to lift its sales in local currency terms by 1% and to post net income of CHF 161 million despite difficult market conditions. Through a series of stringent cost- cutting measures, Clariant maintained its operating margin at the prior-year level. He also pointed out that the company had reduced its net debt to below CHF 3 billion. As regards the capital increase, Lösser said: “This is an important milestone in the transformation program because it substantially improves our balance sheet structure. In addition it gives us financial flexibility and will enable us to swiftly implement the numerous projects in the performance improvement program.” The shareholders subsequently ratified the ordinary capital increase that the Board had requested and approved all the proposals of the Board of Directors. The main terms are as follows: – Increase of the share capital by CHF 383,600,000 from CHF 767,200,000 to CHF 1,150,800,000 through the issuance of 76,720,000 fully paid registered shares with a par value of CHF5 each at a subscription price of CHF 12 representing aggregate proceeds before expenses of approx. CHF 920 million. – The pre-emptive rights (Bezugsrechte) of the existing shareholders are withdrawn in favor of a bank syndicate which will underwrite all the shares to be newly issued. However the pre-emptive rights are granted indirectly as the right to acquire new shares will be allocated among the existing shareholders. The rights shall be traded between April 13, 2004 and April 20, 2004 and exercisable from April 13, 2004 until noon CET on April 21, 2004. The newly issued shares which are not purchased by the current shareholders can be placed by the Board of Directors or by the bank syndicate. The Annual General Meeting elected two new Board members for a four-year term of office: the German industrialist Dr. Kajo Neukirchen and the Swiss attorney Dr. Peter R. Isler. Roland Lösser was re-elected for a further term of four years. Pierre Bourgeaud, who reached the statutory age limit, retired from the Board of Directors, having received thanks for his services. end of ad-hoc-announcement (c)DGAP 02.04.2004 Issuer’s information/explanatory remarks concerning this ad-hoc-announcement: Calendar of Corporate Events April 2, 2004 Annual General Meeting May 4, 2004 First Quarter 2004 Result August 5, 2004 Half-Year 2004 Results November 9, 2004 Third Quarter 2004 Results Your contacts at Clariant: Media Relations Christoph Hafner Tel. +41 61 469 67 46 Rainer Weihofen Tel. +41 61 469 67 42 Fax +41 61 469 69 99 Investor Relations Tel. +41 61 469 67 48 Fax +41 61 469 67 67 Holger Schimanke Tel. +41 61 469 67 45 Daniel Leuthardt Tel. +41 61 469 67 49 Disclaimer: THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION INTO THE UNITED STATES. THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES OF CLARIANT DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS. THERE IS NO INTENTION TO REGISTER ANY PORTION OF THE OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. The information contained in this communication does not constitute an offer of securities to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995. No prospectus offering securities to the public will be published in the United Kingdom. Persons receiving this communication in the United Kingdom should not rely on it or act on it in any way. This presentation does not constitute an offer of rights or shares for sale or a solicitation of an offer to purchase rights or shares in Germany and is for information purposes only. Readers of this presentation are requested to inform themselves about and to observe any such restrictions. No public offering of the rights or shares is being conducted in Germany. Any offer or sale of rights or shares in Germany may only be made in compliance with the German Securities Prospectus Act (Wertpapier-Verkaufsprospektgesetz). No sales prospectus (Verkaufsprospekt) under the German Securities Sales Prospectus Act has been, or will be, published with respect to the rights or the shares. THE INFORMATION CONTAINED HEREIN SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION, EXEMPTION FROM REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH JURISDICTION. Certain statements in this presentation are “forward-looking statements”. These forward-looking statements include, but are not limited to, statements relating to the timing, size and manner of the rights issue, the trading and exercise of the rights and the use of proceeds from the rights issue, as well as Clariant’s asset sales and performance improvement program. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from the information set forth in these forward-looking statements include, but are not limited to, the delay or failure to satisfy any of the conditions to the rights issue, the behavior of other market participants, the actions of government regulators and law enforcement agencies, the volatility of Clariant’s shares and general economic and market conditions. Many of these factors are beyond Clariant’s ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements, which only speak as of the date of this presentation. Clariant does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events or circumstances, except as may be required under applicable securities laws. Stabilization/FSA ——————————————————————————– WKN: 895929; ISIN: CH0012142631; Index: SMI Listed: Amtlicher Markt in Frankfurt (General Standard); Freiverkehr in Berlin- Bremen, Düsseldorf, München und Stuttgart; Schweizer Börse (Hauptsegment); SEAQ- Handel in London 021402 Apr 04