Heidelberg Plans Capital Increase to Enhance Capital Structure
06/15/2010
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR
AUSTRALIA
The Board intends to increase the company's registered capital by up to EUR 399,582,382.08 against cash by issuing up to 156,086,868 new no-par value shares. Each no-par value share represent a notional amount of EUR 2.56 in the company's
share capital and will participate in the company's profits from 1 April 2010 onwards. The final number of new no-par value shares will depend on the issue price per share to be determined by the Board in the context of the future placement based on the then-current market situation and an appropriate discount for risk. The capital increase is to be completed this year.
"With this initiative, the Board intends to increase the company's flexibility in accessing sustainable and independent capital market financing. This will benefit the shareholders, clients and employees equally", said CEO Bernhard Schreier.
In comparison with industry peers, Heidelberg is looking for a capital structure that meets "investment grade" requirements from a capital market perspective. The capital increase is a means of creating the best possible conditions to achieve this goal within a reasonable time frame. With the expected proceeds, the company intends to mainly repay a portion of the three bank loans Heidelberg was granted in June/August 2009 to support the Group's financial restructuring.
"The proposed capital increase is an important component of our refinancing programme. With it, we seek to stabilise our capital structure and meet the expectations towards an investment grade company. It will thus contribute significantly
to increasing the value and securing the future of our company ", said CFO Dirk Kaliebe. In a terms agreement, Commerzbank AG and Deutsche Bank AG agreed to facilitate the capital increase, to underwrite the new shares to be placed as part of the capital raising rights issue and to offer them for subscription to shareholders. The share underwriting is subject to a number of conditions, including particularly the due implementation of the capital increase, the completion of due diligence, the approval of the offering memorandum and the absence of any material company and stock market
related deteriorations.
The majority shareholders of Heidelberg, Allianz and RWE, support the company in the rights issue to increase capital. Allianz has already expressed its intention to exercise its subscription rights. RWE plans to participate in the capital increase to the extent that it obtains funds from a (pro-rated) realisation of its subscription rights' value.
This communication constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities. Any such offer will be made solely on the basis of the Securities Prospectus to be published and registered with the German Financial Supervisory Authority (BaFin). The information legally required to be provided to investors is contained only in the Securities Prospectus.
The information contained in this communication is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions of any State of the United States of America or the District of Columbia) and must not be distributed to U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended ("Securities Act")) or publications with a general circulation in the United States of America. This communication is not an offer of securities for sale in the United States of America. The securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States of America absent registration or an exemption from
registration under the Securities Act. Heidelberg Druckmaschinen AG does not intend to register any portion of the offering in the United States of America or to conduct a public offering of the securities in the United States of America.
This communication is not an offer of securities for sale in the United Kingdom, Canada, Japan or Australia.
For further information:
Heidelberger Druckmaschinen AG
Investor Relations
Andreas Trösch
Tel: +49 (0)6221- 92 6020
Fax: +49 (0)6221- 92 5189
E-mail: Andreas.Troesch@Heidelberg.com
Important note:
This press release contains forward-looking statements based on assumptions and estimations by the Management Board of Heidelberger Druckmaschinen Aktiengesellschaft. Even though the Management Board is of the opinion that those assumptions and estimations are realistic, the actual future development and results may deviate substantially from these forward-looking statements due to various factors, such as changes in the macro-economic situation, in the exchange rates, in the interest rates and in the print media industry. Heidelberger Druckmaschinen Aktiengesellschaft gives no warranty and does not assume liability for any damages in case the future development and the projected results do not correspond with the forward-looking statements contained in this press release.
Heidelberger Druckmaschinen
A technology provider and partner in the print media industry
Heidelberger Druckmaschinen AG (Heidelberg) is with its sheetfed offset printing machines one of the leading solution providers for the print media industry. All over the world, the name Heidelberg is synonymous with state-of-the art technology, top quality, and closeness to the customer. The core business of this technology group covers the whole value-added and process chain for the 35 x 50 cm (13.78 x 19.69 in) to 121 x 162 cm (47.64 x 63.78 in) format classes in the sheetfed offset sector.
Heidelberg develops and produces precision printing presses, platesetters, postpress equipment, and software for
integrating all the printshop processes. Environmental protection has an enduring importance in this regard. Solutions for the development, production, and utilization of presses help to conserve resources, reduce emissions, and cut wastage. The Heidelberg portfolio also provides general and consulting services ranging from spare parts and consumables to the sale of remarketed equipment, and training at the Print Media Academy.
Based in Heidelberg, Germany, with development and production sites in seven countries and around 250 sales offices across the globe, the company supports around 200,000 customers worldwide. All Heidelberg presses destined for the world market are manufactured at the Wiesloch-Walldorf site in line with strict quality standards. Standardized presses in all standard format classes and folding machines for the Chinese market are produced by Heidelberg in Qingpu near Shanghai.
Heidelberg presses worldwide produce high-quality print products such as business cards, brochures, posters, and folding cartons.
In financial year 2009/2010, Heidelberg recorded sales of EUR 2.306 billion. As at March 31, 2010, the Heidelberg Group had a workforce of 16,496 worldwide, including 700 trainees.
- The proposal for a rights issue to raise capital will be presented to the general shareholders' meeting on 29 July 2010
- Expected gross proceeds of approximately EUR 420 million
- Commerzbank and Deutsche Bank AG will facilitate the corporate action
The Board intends to increase the company's registered capital by up to EUR 399,582,382.08 against cash by issuing up to 156,086,868 new no-par value shares. Each no-par value share represent a notional amount of EUR 2.56 in the company's
share capital and will participate in the company's profits from 1 April 2010 onwards. The final number of new no-par value shares will depend on the issue price per share to be determined by the Board in the context of the future placement based on the then-current market situation and an appropriate discount for risk. The capital increase is to be completed this year.
"With this initiative, the Board intends to increase the company's flexibility in accessing sustainable and independent capital market financing. This will benefit the shareholders, clients and employees equally", said CEO Bernhard Schreier.
In comparison with industry peers, Heidelberg is looking for a capital structure that meets "investment grade" requirements from a capital market perspective. The capital increase is a means of creating the best possible conditions to achieve this goal within a reasonable time frame. With the expected proceeds, the company intends to mainly repay a portion of the three bank loans Heidelberg was granted in June/August 2009 to support the Group's financial restructuring.
"The proposed capital increase is an important component of our refinancing programme. With it, we seek to stabilise our capital structure and meet the expectations towards an investment grade company. It will thus contribute significantly
to increasing the value and securing the future of our company ", said CFO Dirk Kaliebe. In a terms agreement, Commerzbank AG and Deutsche Bank AG agreed to facilitate the capital increase, to underwrite the new shares to be placed as part of the capital raising rights issue and to offer them for subscription to shareholders. The share underwriting is subject to a number of conditions, including particularly the due implementation of the capital increase, the completion of due diligence, the approval of the offering memorandum and the absence of any material company and stock market
related deteriorations.
The majority shareholders of Heidelberg, Allianz and RWE, support the company in the rights issue to increase capital. Allianz has already expressed its intention to exercise its subscription rights. RWE plans to participate in the capital increase to the extent that it obtains funds from a (pro-rated) realisation of its subscription rights' value.
This communication constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities. Any such offer will be made solely on the basis of the Securities Prospectus to be published and registered with the German Financial Supervisory Authority (BaFin). The information legally required to be provided to investors is contained only in the Securities Prospectus.
The information contained in this communication is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions of any State of the United States of America or the District of Columbia) and must not be distributed to U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended ("Securities Act")) or publications with a general circulation in the United States of America. This communication is not an offer of securities for sale in the United States of America. The securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States of America absent registration or an exemption from
registration under the Securities Act. Heidelberg Druckmaschinen AG does not intend to register any portion of the offering in the United States of America or to conduct a public offering of the securities in the United States of America.
This communication is not an offer of securities for sale in the United Kingdom, Canada, Japan or Australia.
For further information:
Heidelberger Druckmaschinen AG
Investor Relations
Andreas Trösch
Tel: +49 (0)6221- 92 6020
Fax: +49 (0)6221- 92 5189
E-mail: Andreas.Troesch@Heidelberg.com
Important note:
This press release contains forward-looking statements based on assumptions and estimations by the Management Board of Heidelberger Druckmaschinen Aktiengesellschaft. Even though the Management Board is of the opinion that those assumptions and estimations are realistic, the actual future development and results may deviate substantially from these forward-looking statements due to various factors, such as changes in the macro-economic situation, in the exchange rates, in the interest rates and in the print media industry. Heidelberger Druckmaschinen Aktiengesellschaft gives no warranty and does not assume liability for any damages in case the future development and the projected results do not correspond with the forward-looking statements contained in this press release.
Heidelberger Druckmaschinen
A technology provider and partner in the print media industry
Heidelberger Druckmaschinen AG (Heidelberg) is with its sheetfed offset printing machines one of the leading solution providers for the print media industry. All over the world, the name Heidelberg is synonymous with state-of-the art technology, top quality, and closeness to the customer. The core business of this technology group covers the whole value-added and process chain for the 35 x 50 cm (13.78 x 19.69 in) to 121 x 162 cm (47.64 x 63.78 in) format classes in the sheetfed offset sector.
Heidelberg develops and produces precision printing presses, platesetters, postpress equipment, and software for
integrating all the printshop processes. Environmental protection has an enduring importance in this regard. Solutions for the development, production, and utilization of presses help to conserve resources, reduce emissions, and cut wastage. The Heidelberg portfolio also provides general and consulting services ranging from spare parts and consumables to the sale of remarketed equipment, and training at the Print Media Academy.
Based in Heidelberg, Germany, with development and production sites in seven countries and around 250 sales offices across the globe, the company supports around 200,000 customers worldwide. All Heidelberg presses destined for the world market are manufactured at the Wiesloch-Walldorf site in line with strict quality standards. Standardized presses in all standard format classes and folding machines for the Chinese market are produced by Heidelberg in Qingpu near Shanghai.
Heidelberg presses worldwide produce high-quality print products such as business cards, brochures, posters, and folding cartons.
In financial year 2009/2010, Heidelberg recorded sales of EUR 2.306 billion. As at March 31, 2010, the Heidelberg Group had a workforce of 16,496 worldwide, including 700 trainees.
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