Masterflex SE — Share Issue/Capital Change 2010

Nov 12, 2010

News Details

Ad-hoc | 12 November 2010 12:46

Masterflex AG: Performance of capital increase

Masterflex AG / Key word(s): Capital Increase

12.11.2010 12:46

Dissemination 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.

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Ad hoc disclosure in line with section 15 WpHG

Masterflex AG: Performance of capital increase

Gelsenkirchen, 12 November 2010 - At Masterflex AG (Gelsenkirchen), the
resolution approved at the Annual General Meeting of 17 August 2010 and
entered in the commercial register of the Gelsenkirchen local court on 17
September 2010 on increasing the share capital of the company by up to EUR
4,365,874.00 through the issue of up to 4,365,874 new, no-par value bearer
shares against cash contributions will now be implemented.

In line with the authorisations issued in the above Annual General Meeting
resolution, the Executive Board today determined the subscription price per
new share and, with the approval of the Supervisory Board, resolved the
further terms (namely the other conditions for issuing the shares) of the
subscription offer.

The new shares will be offered to shareholders by way of indirect
pre-emption rights at a ratio of 1:1. The subscription price is EUR 3.00
per new share. The subscription period will begin on 17 November 2010 and
end on 1 December 2010, 12.00 pm (noon) CET (inclusively). There will be no
trading of pre-emption rights. The new shares have full earnings
participation from 1 January 2010. Further details will be available in the
subscription offer, which will be published in the electronic
Bundesanzeiger (Federal Gazette) and an official stock market journal on 16
November 2010. The transaction is being managed by equinet Bank AG.

Any new shares not subscribed to on the basis of the subscription offer are
to be placed privately among a limited group of investors at the
subscription price. Regarding the performance of the subscription offer (by
exercise of pre-emption rights) and also regarding the private placement,
several investors (including members of the Supervisory Board and both
members of the Executive Board) have already undertaken to subscribe to or
acquire new shares in respective declarations to Masterflex AG. All
declarations of obligation relate to a total amount of not more than around
EUR 10.3 million (number of shares multiplied by the subscription price).
The declarations received include the restriction that no investor may hold
30% or more of the increased share capital or voting rights within the
meaning of the provisions of the Wertpapiererwerbs- und Übernahmegesetz
(WpÜG - German Securities Acquisition and Takeover Act) as a result of
subscribing to or acquiring new shares.

The (cash) funds received from the capital increase of up to around EUR
13.1 million (gross) will mainly be used to repay liabilities, to boost
working capital - building on the outstanding expertise in the High-Tech
Hose Systems segment - and for selected investments in the increased
expansion of the core business. One of the payment conditions under the
syndicate agreement recently signed by the company with six core banks is a
liquidity inflow of at least EUR 10.24 million from this capital measure.

This disclosure and the offer to subscribe to shares in Masterflex AG do
not constitute a public offer to buy shares in Masterflex AG. The
subscription offer is directed solely to shareholders of Masterflex AG.

This disclosure is not intended for direct or indirect publication or
distribution in or within the United States of America, Canada, Japan or
Australia.

Further information: Masterflex AG, Investor Relations, Willy-Brandt-Allee
300, D-45891 Gelsenkirchen, ir@masterflex.de, Tel. +49 209 97077 12

12.11.2010 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: Masterflex AG
Willy-Brandt-Allee 300
45891 Gelsenkirchen
Deutschland
Phone: +49 (0)209 97077-12
Fax: +49 (0)209 97077-20
E-mail: ir@masterflex.de
Internet: www.masterflex.de
ISIN: DE0005492938
WKN: 549 293
Indices: Prime all share
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Hamburg, München, Berlin, Düsseldorf, Stuttgart

End of Announcement DGAP News-Service

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