zooplus SE — Capital/Financing Update 2010

Nov 19, 2010

News Details

Ad-hoc | 19 November 2010 20:11

zooplus AG resolves capital increase from authorized capital of up to 216,099 shares and defines conditions

zooplus AG / Key word(s): Capital Increase

19.11.2010 20:11

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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(Not for dissemination, publication or distribution in the USA, Canada,
Japan and Australia)

Munich, November 19, 2010 - The Managing Board of zooplus AG today
resolved, with the approval of the Supervisory Board, to increase the
company's share capital by partially exercising the Authorized Capital 2008
by a nominal amount of EUR 216,099.00 from a current total of EUR
2,593,190.00 to up to EUR 2,809,289.00 by issuing up to 216,099 new, no-par
value bearer shares, each with a nominal interest in the share capital of
EUR 1.00 per share. With the proceeds of the capital increase, the company
plans to boost the company growth and expand their European online market
leadership.

Statutory subscription rights within the meaning of Section 186 (5) of the
Aktiengesetz (AktG - German Public Limited Companies Act) are granted to
shareholders in that the new shares are subscribed for by Munich-based
UniCredit Bank AG at an issuing amount of EUR 1.00 per share, with the
obligation to offer these to shares for indirect subscription with a
subscription ratio of 12:1 at a subscription price of EUR 42.00 per share
and to pay the excess proceeds to the company (indirect subscription
rights). This means that each shareholder is thus authorized to subscribe
one new share for each twelve existing shares via this indirect
subscription right. However, it is only possible to subscribe for whole new
shares or multiples thereof; it is not possible to subscribe for fractions
of shares. In order to ensure an even subscription ratio, one of the
company's existing shareholders has undertaken to waive exercising
subscription rights for two of the shares due to this shareholder. In
addition, the company's shareholders who are entitled to subscribe for the
shares will be given the opportunity of acquiring additional new shares in
addition to their statutory subscription rights, for the subscription
rights that are not exercised during the subscription period
(oversubscription right). The new shares carry full profit participation
rights from fiscal year 2010.

The shareholders are expected to be able to exercise their subscription
rights and their oversubscription right in the period from November 30,
2010 to December 13, 2010 (inclusive). Organized trading in subscription
rights is not intended and is also not being initiated by zooplus AG or
UniCredit Bank AG. The subscription offer will be published shortly.

zooplus AG will generate gross proceeds from the issue of up to EUR
9,076,158.00 from the subscription offer. The capital increase serves to
drive the internationalization of core business and to further reinforce
the company's pan-European market leadership. In addition, the capital
increase will allow accelerated expansion of, in particular, zooplus AG's
own brands and its international logistics and technology platform. Besides
that, the company is expecting positive effects from a substantial increase
in its balance-sheet equity ratio for its international purchasing and
European working capital management.

Exclusion clause
This publication is exclusively for information purposes and does not
constitute either an offer to sell or a solicitation of an offer to buy any
securities. There was neither a public offer in connection with this
transaction, nor will there be a public offer of securities. No securities
offering prospectus has been or will be prepared in connection with the
transaction. Dissemination of this disclosure and the offer and sale of
securities could be subject to restrictions in certain jurisdictions.

United States of America
This notice is not designated for persons in the United States of America
(including its territories, dependencies, federal states and the District
of Columbia) and may not be disseminated either directly or indirectly in
the United States of America.
This notice is neither an offer nor part of an offer for the sale of or a
solicitation of an offer to buy or subscribe for securities in the United
States of America. The shares of zooplus AG detailed herein (the 'shares')
are and will neither be registered according to the provisions of the
United States Securities Act of 1933 in its respective applicable version
('Securities Act') or the securities trading laws in individual states of
the USA, nor will they be offered or sold in the United States of America.
The shares may neither be offered or sold in the United States of America
nor to persons in the United States of America or delivered their either
directly or indirectly, excluding exceptional cases as a result of an
exemption from the registration requirements in the Securities Act or the
law of an individual state of the USA.

Canada, Japan and Australia
This disclosure is not intended for persons in Canada, Japan or Australia.
The securities detailed in this disclosure may not be offered or sold to
persons in these countries.

Kontakt Investor Relations:
cometis AG
Henryk Deter / Dominic Großmann
Tel.: +49 (0)611-205855-15
Fax: +49 (0)611-205855-66
E-mail: grossmann@cometis.de

19.11.2010 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: zooplus AG
Sonnenstraße 15
80331 München
Deutschland
Phone: +49 (0)89 95 006 - 100
Fax: +49 (0)89 95 006 - 500
E-mail: contact@zooplus.com
Internet: www.zooplus.de
ISIN: DE0005111702
WKN: 511170
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Düsseldorf, Berlin, Stuttgart

End of Announcement DGAP News-Service

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