GfK Gruppe

euro adhoc: GfK AG
Restructuring & Recapitalisations
Succesfull placing

---------------------------------------------------------------------   Disclosure announcement transmitted by euro adhoc.   The issuer is responsible for the content of this announcement. ---------------------------------------------------------------------

02.06.2005

Nuremberg, 2 June 2005 - Further to its earlier announcement today, GfK announces the successful placing of 3,146,689 shares with institutional investors via an accelerated bookbuilding. The shares are ranked equal to other existing shares and are entitled to payment of the full dividend in 2005. The shares have been placed at a price of EUR 28.70 per share resulting in proceeds of EUR 90,3 m. The shares were placed with German and international institutional investors (including a placement to qualified institutional buyers in the U.S. in reliance on Rule 144A under the U.S. Securities Act of 1933). Dresdner Kleinwort Wasserstein and ABN AMRO Rothschild acted as Joint Bookrunners. Barclays Capital and HVB Corporates & Markets acted as Co-Managers. Proceeds will be used towards repaying part of the borrowings relating to the acquisition of NOP World, which closed on 1 June 2005 following approval by the antitrust authorities in the USA and Germany. The Management and the Supervisory Boards of GfK have decided to increase the Company’s share capital against contribution in cash, with the exclusion of preemptive rights. The registration of the capital increase is expected to take place in due course. This announcement is not an offer of securities for sale in the United States.  Securities may not be offered or sold in the United States absent registration with the US Securities and Exchange Commission or an exemption from registration.  The issuer does not plan to register the securities for sale to the public in the United States.

end of announcement                                euro adhoc 02.06.2005 17:57:32
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Further inquiry note: Bernhard Wolf Tel.: +49 (0) 911 395 2012 E-Mail: bernhard.wolf@gfk.de

Branche: Market research
ISIN:      DE0005875306
WKN:        587530
Index:    SDAX, Prime Standard
Börsen:  Frankfurter Wertpapierbörse / official dealing



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