LANXESS AG — Share Issue/Capital Change 2005

Jun 7, 2005

News Details

Ad-hoc | 7 June 2005 11:21

LANXESS AG:Approximately 11.6 million shares successfully placed

Ad hoc announcement §15 WpHG LANXESS, convertible LANXESS AG:Approximately 11.6 million shares successfully placed Ad hoc announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. —————————————————————————— LANXESS: Approximately 11.6 million shares successfully placed with institutional investors -Allocations completed -Equity to be strengthened Leverkusen, 7 June 2005 – The placement of shares of the chemical group LANXESS AG (“LANXESS”) by the investment bank Morgan Stanley was successfully completed. On Monday evening such transaction in connection with the convertible bond which was issued by LANXESS had been announced. The nominal value of the convertible bond amounts to EUR 200 million. Approximately 11.6 million LANXESS shares were offered to institutional investors by way of an accelerated bookbuilt offering and immediately underwritten. Upon exercise of the conversion right LANXESS will be able to strengthen its equity position and therewith reduces the amount of its financial debt and lowers its interest expense. The shares were placed at a price of EUR 18.20 and have already been allocated to investors. The transaction has an overall size of EUR 211 million and was 1.6 times oversubscribed. As sole bookrunner, Morgan Stanley will exercise the conversion right at the earliest possible point in time. Depending on the development of the LANXESS share price up to the conversion date a further residual placement of up to 1.7 million Lanxess shares may occur at the time of the conversion or shortly thereafter. End of the ad-hoc statement LANXESS AG 51369 Leverkusen Germany ISIN: DE0005470405 WKN: 547 040 Listing: Frankfurt (Prime Standard) Contacts LANXESS AG/ Investor Relations Michael Pontzen: +49 214-30 43804 Tanja Satzer: +49 214-30 43801 Oliver Stratmann: +49 214-30 49611 Dr. Gerd Zelesny: +49 214-30 71416 Legal notice: This announcement is issued for information purposes only and constitutes neither an offer to sell nor an invitation to purchase securities. Dissemination of this announcement and/or the offering for sale or the sale of LANXESS shares may be legally restricted in certain jurisdictions. Persons receiving or reading this announcement should inquire as to the existence of such restrictions and should observe them. It is not intended to publish a sales prospectus or other information material relating to the offering in the Federal Republic of Germany. In particular, no sales prospectus within the meaning of the Securities Sales Prospectus Act will be published in the Federal Republic of Germany. Any offers, sales or the publication of offer documents in the Federal Republic of Germany may therefore violate the Securities Sales Prospectus Act. This announcement is not an offer for the sale of securities in the United States of America. Neither the offer for sale nor the sale of LANXESS shares has been or is being registered under the U.S. Securities Act of 1933, as amended. Therefore, the shares may not be offered for sale or sold except with prior registration or with an exemption from registration under the said Act. A public placement of the shares in the United States would only be permissible upon the issuance of a prospectus containing detailed information on LANXESS and its management together with financial statements of LANXESS and consolidated financial statements of the LANXESS Group. This announcement is directed only to persons who 1) are currently outside the United Kingdom or 2) have professional investment experience (within the meaning of Article 19(5) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2001 (the “Order”) and 3) are covered by Article 49(2)(a) to (d) of the Order (high net worth corporations, unincorporated associations etc.). All such persons are for this purpose designated “relevant persons”. Persons other than relevant persons may neither take this announcement as an inducement to purchase securities nor place reliance upon it. The shares referred to in this announcement are available only to relevant persons. Invitations, agreements and offers to purchase such shares are directed only to relevant persons. If you are currently in the United Kingdom and do not fall into one of the above categories, the investment options to which this announcement refers are not available to you and you should neither take this announcement as an inducement to purchase securities nor place reliance upon it. LANXESS AG Kaiser-Wilhelm-Allee 51369 Leverkusen Deutschland ISIN: DE0005470405 WKN: 547040 Listed: Amtlicher Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin- Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart End of ad hoc announcement (c)DGAP 07.06.2005 071121 Jun 05