LANXESS AG — Share Issue/Capital Change 2005

Jun 6, 2005

News Details

Ad-hoc | 6 June 2005 22:03

LANXESS AG:Placement of 11.6 million shares to service convertible bond

Ad hoc announcement §15 WpHG LANXESS, convertible LANXESS AG:Placement of 11.6 million shares to service convertible bond Ad hoc announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. —————————————————————————— Lanxess Aktiengesellschaft announces placement of 11.6 million shares to service its mandatory convertible bond NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA OR JAPAN Leverkusen, June 06, 2005 LANXESS AG (“LANXESS”) has repurchased from Bayer AG the mandatory convertible bond in the nominal amount of EUR 200 million that it issued in September 2004, and has resold it to the investment bank Morgan Stanley Bank AG (“Morgan Stanley”). The bond can be converted into at most 13,324,450 or at least 11,586,479 LANXESS shares, depending on a reference share price defined in the conditions of issuance of the bond. Morgan Stanley will convert the bond at the earliest possible date and will today commence an accelerated bookbuilding process to place the approximately 11.6 million LANXESS shares, which is the minimum number of shares that can result from the conversion. The offer price of the shares will be determined after the order books are closed and announced at a later date. Depending on the final conversion ratio, the offering may include a second tranche of up to approx. 1.7 million LANXESS shares, which would increase the total offering to a maximum of approx. 13.3 million LANXESS shares. The offering is equivalent to at least 15.9% and at most 18.3% of the current capital stock of LANXESS. As a result of the capital increase following the conversion, the current capital stock of LANXESS will increase for the first tranche by EUR 11,586,479 to EUR 84,620,671, and, if the second tranche is issued, by at most a further EUR 1,737,971 to EUR 86,358,642. LANXESS AG 51369 Leverkusen Germany ISIN: DE0005470405 WKN: 547 040 Listing: Frankfurt (Prime Standard) 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 06.06.2005 062203 Jun 05