zooplus SE — Share Issue/Capital Change 2011

Nov 17, 2011

News Details

Ad-hoc | 17 November 2011 17:13

zooplus AG resolves capital increase from authorized capital of up to 469,261 shares and defines conditions

zooplus AG / Key word(s): Capital Increase/Corporate Action

17.11.2011 17:13

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 17, 2011 - The Management Board of Munich-based 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 up to EUR 469,261.00 from a current total of EUR
5,631,138.00 to up to EUR 6,100,399.00 by issuing up to 469,261 new, no-par
value bearer shares, each with a nominal interest in the share capital of
EUR 1.00 per share.

Statutory subscription rights within the meaning of Section 186 (5) of the
German Securities Act (Aktiengesetz) are granted to shareholders in the way
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 shareholders 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 therefore authorized to subscribe one new share for
every 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 shareholders has
undertaken to waive exercising subscription rights for six 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 for the financial year 2011.

The shareholders are expected to be able to exercise their subscription
rights and their oversubscription right in the period from November 25,
2011 to December 8, 2011 (inclusive). Organized trading in subscription
rights is not intended and will also not be initiated by zooplus AG or
UniCredit Bank AG. The subscription offer will be published shortly.

zooplus AG will generate gross proceeds of up to EUR 19,708,962.00 from the
subscription offer. The company is intending to boost growth and expand
European online market leadership with the proceeds from the capital
increase. In line with its strategic goals, the capital increase allows the
company to focus more strongly on international growth as well as the
expansion of its operating business. In addition, the capital increases
serves to strengthen the company's equity base.

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
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 intended 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 not 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 there 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.

< End of ad hoc announcement>

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

17.11.2011 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
Germany
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
Indices: SDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Stuttgart

End of Announcement DGAP News-Service

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