ESCADA AG

EANS-Adhoc: ESCADA AG has implemented further steps of financial restructuring

-------------------------------------------------------------------------------- ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement. -------------------------------------------------------------------------------- Restructuring 08.07.2009 Munich, July 8, 2009 - The reduction of the company's share capital and the creation of a new Authorized Capital resolved by the Annual Shareholders' Meeting on April 28, 2009 have been entered into the Commercial Register on July 8, 2009 and are thus legally effective. The entry was preceded by settlements between the company and all those who had filed actions to set aside and nullify the resolutions taken by the Annual Shareholders' Meeting. The legal validity of the capital reduction and further recapitalization measures cancel out the grounds for a disclosure pursuant to Section 92, para. 1 of the German Stock Corporation Act (losses in excess of half of the company's nominal share capital). The extraordinary Shareholders' Meeting scheduled for July 24, 2009 has been cancelled as a result. Together with the decision by the German Federal Financial Supervisory Authority ("BaFin" - Bundesanstalt für Finanzdienstleistungsaufsicht), published on July 3, 2009, to issue a waiver to the equity holders 'BO-DO Vermögensverwaltung GmbH' (shareholder: Wolfgang Herz) and 'MPS Erste Vermögensverwaltung GmbH' (shareholder: Michael Herz), who together hold a stake of 24.9% in ESCADA AG's voting rights, releasing them pursuant to Sect. 37 of the German Securities Acquisition and Takeover Act (WpÜG - Wertpapiererwerbs- und Übernahmegesetz) from the requirement to make a mandatory tender offer to the other shareholders, further prerequisites for the implementation of the company's financial restructuring have been met. The next step in the company's financial restructuring requires acceptance of the company's exchange offer for the ESCADA bond 2005/2012 (which expires on July 31, 2009) at the predetermined acceptance ratio of 80% (referenced to the total nominal value of the 200 million euros bond). end of announcement euro adhoc -------------------------------------------------------------------------------- ots Originaltext: ESCADA AG Im Internet recherchierbar: http://www.presseportal.ch Further inquiry note: Investor Relations: ESCADA AG Yara Kes Phone: +49 - 89 - 99 44 - 13 36 Email: yara.kes@de.escada.com Press: Frank Elsner Kommunikation für Unternehmen GmbH Frank Elsner Phone: +49 - 54 04 - 91 92 0 Email: info@elsner-kommunikation.de Not for release, publication or distribution in the United States, Australia, Italy Canada or Japan. This information does not constitute a prospectus. The exchange offer in Germany is made exclusively on the basis of the prospectus, which contains the information for investors required under statutory provisions and which is available on the websites of ESCADA AG (http://investor-relations.escada.com) and the information agent Thomson Reuters (www.escada-anleihe.com); print copies may be requested free of charge from ESCADA AG (Einsteinring 14-18, 85609 Aschheim/Munich, Germany). The prospectus prepared for the planned subscription offer will be published with the start of the subscription period in Germany and will then be available free of charge from ESCADA AG (Einsteinring 14-18, 85609 Aschheim/Munich, Germany). This information is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. ESCADA AG does not intend to register any part of any offering in the United States or to conduct any public offering of securities in the United States. This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. The exchange offer is not extended to any persons (natural or legal) resident in the Republic of Italy. The exchange offer is not being made, directly or indirectly, in the Republic of Italy. The exchange offer and the prospectus have not been submitted to the clearance procedure of the Commissione Nationale per le Societa e la Borsa ("CONSOB") pursuant to Italian laws and regulations. Accordingly, neither the prospectus, nor any other documents or materials relating to the exchange offer or the securities may be distributed or made available in the Republic of Italy. Branche: Clothing ISIN: DE0005692107 WKN: 569210 Index: CDAX, Classic All Share, Prime All Share Börsen: Berlin / Open Market Hamburg / Open Market Stuttgart / Open Market Düsseldorf / Open Market Frankfurt / regulated dealing/prime standard München / regulated dealing

Das könnte Sie auch interessieren: