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EANS-News: ElringKlinger AG resolves on capital increase from Authorized Capital
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Restructuring & Recapitalisations
Dettingen/Erms (Germany), (euro adhoc) - October 5, 2010 +++ The Management Board of ElringKlinger AG, with the approval of the Supervisory Board, today passed a resolution for the issuance of up to 5,759,990 new shares, without subscription rights. As a result of the transaction, the company's issued share capital will be raised to up to EUR 63,359,990.
The issuance of up to 5,759,990 new, no-par-value registered shares, with a pro rata amount of the shares capital attributable to each share of EUR 1.00 is to be effected on the basis of partial utilization of the Authorized Capital approved at the General Meeting of Shareholders held on May 21, 2010 (Authorized Capital 2010: EUR 28,800,000). The new shares will have full dividend entitlement as of January 1, 2010.
The 5,759,990 new no-par-value shares are to be offered to institutional investors by way of an accelerated bookbuilt offering. Deutsche Bank Aktiengesellschaft and Joh. Berenberg, Gossler & Co. KG are acting as joint bookrunners for this transaction. Admission of the new shares to the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) is expected to be granted on October 8, 2010. Commencement of trading of the new shares on the Frankfurt Stock Exchange under the company's existing share listing is expected for October 11, 2010.
ElringKlinger AG plans to use the proceeds of the equity offering mainly for the purpose of financing further dynamic growth and to optimize its financing structures. In particular, this includes: - the partial financing of the acquisition and integration of the Static Metal Gaskets division of the Freudenberg Group - the expansion of the new "E-Mobility" business area - additional external growth opportunities
In acquiring the Static Metal Gaskets business from the Freudenberg Group, ElringKlinger intends to further expand its international position in the area of cylinder-head gaskets and highly heat-resistant specialty gaskets for engines and exhaust systems. In the area of specialty gaskets, the overall product portfolio will be expanded to include several additional products, e.g. within the turbocharger and exhaust recirculation segment. At the same time, the company's market position will be strengthened significantly in France and Italy in particular. In fiscal year 2011, the acquisition is expected to contribute around EUR 49 million to Group sales. ElringKlinger anticipates that the operating margin of the acquired business can be brought close Group level by 2012.
Additionally, the proceeds from the capital increase will make a significant contribution to ElringKlinger AG's efforts towards further extending its expertise within the area of alternative drive technology that the company has commenced strengthening already in 2009. Within this context, Dr. Stefan Wolf, CEO of ElringKlinger AG, commented: "We operate within the area of fuel cell engineering and now also battery technology, in addition to serving the combustion engine segment with our classic range of products. Thus, we are well positioned to supply the appropriate products no matter which drive concept ultimately prevails. Given our credentials in this area, in 20 years we will still be supplying innovative components tailored to the personal mobility sector."
As regards to the focused expansion of the company's "E-Mobility" division, proceeds from the equity offering will contribute to the establishment of a Center of Excellence for battery and fuel cell technology as well as the introduction of a manufacturing plant for battery components used in lithium- ion batteries and complete fuel cell stacks at ElringKlinger's site in Dettingen/Erms (Germany).
ElringKlinger's success in establishing itself and expanding its position within the burgeoning battery technology market is reflected in the recent contracts secured by the company within this area. Most recently, ElringKlinger received another major order from an European automobile manufacturer for the production of cell contact systems for rechargeable lithium-ion batteries to be used in hybrid vehicles and purely electrically powered cars. As from 2011, over the next four years the new battery components are expected to generate a total of approximately EUR 50 million in sales on the basis of orders already received by the company.
The company's main shareholders - the families of Walter Herwarth Lechler as well as those representing the Klaus Lechler estate - have expressed their support for the transaction. To underline their long-term interests and support the company's strategic positioning, the main shareholders have agreed to a customary lock-up period of 180 days. For the purpose of facilitating the settlement procedures of the capital increase, the temporary delivery of shares as part of a stock lending arrangement shall be exempted from this lock- up. The transaction will prompt an increase in the free float of ElringKlinger's stock.
This release neither constitutes an offer of securities for sale nor a solicitation of an offer to purchase securities.
In particular, this release and the information contained herein is not intended to be distributed into or within the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities described herein have not been and will not be registered under the Securities Act. The information furnished in this release is not intended to be available to any person in the United States of America or any US person (as that term is defined in Regulation S under the US Securities Act ("Regulation S")).
Furthermore is this announcement only directed at persons who (i) are outside the United Kingdom or (ii) are in the United Kingdom and either have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or to persons who fall under Article 49 of the Order (high net worth companies, unincorporated associations etc). All such persons together are being defined as "relevant persons". This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be sold only to relevant persons.
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ots Originaltext: ElringKlinger AG
Im Internet recherchierbar: http://www.presseportal.ch
Further inquiry note:
For further information, please contact:
ElringKlinger AG Investor Relations/PR
Max-Eyth-Straße 2, 72581 Dettingen/Erms
Phone: +49 (0)7123-724-640 / 137
Fax: +49 (0)7123-724-641
Branche: Automotive Equipment
Index: MDAX, Classic All Share, Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Düsseldorf / free trade
München / free trade
Stuttgart / regulated dealing