SGL CARBON SE — Share Issue/Capital Change 2003

Dec 5, 2003

News Details

Ad-hoc | 5 December 2003 15:20

SGL Carbon: Ad hoc notification pursuant to §15, German Securities Trading Act

Ad-hoc-announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. ——————————————————————————– SGL Carbon resolves strengthening of equity base and long-term capital measures WIESBADEN, December 05, 2003. The Executive Committee of SGL Carbon AG has resolved, with the consent of the Supervisory Board, to implement a comprehensive re-financing plan designed to strengthen the company’s equity base and secure mid-/long-term financing. The financing plan consists of a capital increase and senior and subordi-nated debt. The total financing plan will generate proceeds of approximately Euro 830 million and is expected to be completed in early to mid-February 2004. This financing plan is designed to provide SGL Carbon with a broad financial base. SGL Carbon has called an extraordinary shareholders’ meeting for January 15, 2004, to seek shareholder approval for the capital increase with subscription rights for share-holders. SGL Carbon has appointed an international bank syndicate to implement the capital increase and rights issue that has agreed to fully underwrite approximately 33 million shares at a minimum subscription price of Euro 6 per share, subject to customary conditions. The minimum subscription price represents an approximately 50% discount to the volume weighted average share price of the last thirty days. The company expects to receive cash proceeds from this capital increase with subscription rights for share-holders in an amount of at least Euro 200 million. The senior debt will be comprised of a Euro 330 million syndicated loan facility, which has a term of up to six years and will replace the syndicated facility that we established at the end of 2002. The subordinated debt is expected to be comprised of a long-term bond generating proceeds of up to Euro 300 million which will be backstopped through a subor-dinated bridge loan facility. Subject to the successful completion of the capital increase and the fulfillment of customary conditions, the bank syndicate has committed to pro- vide the funds under the new syndicated credit facility and to back up the subordinated debt with a bridge loan. end of ad-hoc-announcement (c)DGAP 05.12.2003 Issuer’s information/explanatory remarks concerning this ad-hoc-announcement: Information and explanations from the issuers for this ad-hoc announcement: No distribution in the U.S.A., Canada, Japan and Australia: This press release and the information contained herein is not being distributed, and is not for distribution, in the United States of America, to U.S. persons (including legal entities), or to publications with a gen-eral circulation in the United States, Canada, Japan and Australia. No offer: This announcement does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein. Securities may not be offered or sold in the United States absent registration or an ex-emption from registration; any public offering of securities in the United States must be made by means of a prospectus that may be obtained from the issuer and that contains detailed information about the company and management as well as financial statements. The securities of SGL Carbon described herein have not been and will not be registered under the U.S. securities laws. The rights will not be available to U.S. persons, and the offering will not be directed at those persons. Forward-looking statements: This press release contains forward-looking statements. These statements reflect the current belief of SGL Carbon’s management as well as assumptions made by, and information available to, the SGL Group. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual future results and developments could differ materially from those set forth in these statements due to various factors. These factors include, among others, changes in the general economic and competitive situation, particularly in SGL Carbon’s businesses and markets; changes resulting from acquisitions and the subsequent integration of companies; and changes resulting from restructuring measures. In addition, future results and developments could be affected by the performance of financial markets, fluctuations in exchange rates and changes in national and supranational law, particularly with regard to tax regulations. The company assumes no obligation to update future statements. ——————————————————————————– WKN: 723530; ISIN: DE0007235301; Index: MDAX Listed: Amtlicher Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin- Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart 051520 Dez 03