euro adhoc: Clariant International Ltd.
Annual & Special Corporate
Meetings
Clariant announces proposed terms for rights issue (E)
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
Clariant announces proposed terms for rights issue
Muttenz, April 1, 2004 - The Board of Directors of Clariant will propose an ordinary increase of share capital at the company¡¦s Annual General Meeting to be held in Basel on April 2, 2004.
The main terms are as follows:
Increase of the share capital by CHF 383,600,000 from CHF 767,200,000 to CHF 1,150,800,000 through the issuance of 76,720,000 fully paid registered shares with a par value of CHF5 each at a subscription price of CHF 12 representing aggregate proceeds before expenses of approx. CHF 920 million. The pre-emptive rights (Bezugsrechte) of the existing shareholders are withdrawn in favor of a bank syndicate which will underwrite all the shares to be newly issued. However the pre-emptive rights are granted indirectly as the right to acquire new shares will be allocated among the existing shareholders. The rights shall be traded between April 13, 2004 and April 20, 2004 and exercisable from April 13, 2004 until noon CET on April 21, 2004. The newly issued shares which are not purchased by the current shareholders can be placed by the Board of Directors or by the bank syndicate. The shares to be issued shall be entitled to dividends, if any, starting with the business year 2004.
The proposed ordinary capital increase has been fully underwritten, subject to customary terms and conditions, by a syndicate of banks lead by Citigroup and UBS.
Under the terms of the proposed ordinary capital increase, shareholders will receive one right for each share they hold on the record date on April 8, 2004 after the close of trading, and two rights will entitle shareholders to subscribe for one new share. The subscription price of CHF 12 represents a discount of 33.3% to the closing price of CHF 18 on April 1, 2004. The listing of the new shares on the SWX Swiss Exchange and the commencement of trading on virt-x is expected to occur on April 22, 2004.
Calendar of Corporate Events
April 2, 2004 Annual General Meeting May 4, 2004 First Quarter 2004 Results August 5, 2004 Half-Year 2004 Results November 9, 2004 Third Quarter 2004 Results
Your contacts at Clariant
Media Relations
Christoph Hafner Tel. +41 61 469 67 46 Rainer Weihofen Tel. +41 61 469 67 42 Fax +41 61 469 69 99
Investor Relations Tel. +41 61 469 67 48 Fax +41 61 469 67 67 Holger Schimanke Tel. +41 61 469 67 45 Daniel Leuthardt Tel. +41 61 469 67 49
Clariant - Exactly your chemistry.
Clariant is a global leader in the field of specialty chemicals. Strong business relationships, commitment to outstanding service and wide-ranging application know-how make Clariant a preferred partner for its customers.
Clariant, which is represented on five continents with over 100 group companies, employs about 27,000 people. Headquartered in Muttenz near Basel, it generated sales of around CHF 8.5 billion in 2003.
Clariant¡¦s businesses are organized in five divisions: Textile, Leather & Paper Chemicals, Pigments & Additives, Masterbatches, Functional Chemicals and Life Science & Electronic Chemicals.
Clariant¡¦s innovative products play a key role in its customers¡¦ manufacturing and treatment processes or else add value to their end products. The company¡¦s success is based on the know-how of its people and their ability to identify new customer needs at an early stage and to work together with customers to develop innovative, efficient solutions.
Clariant is committed to sustainable growth springing from its own innovative strength. Our objective is to generate 30% of sales with products and services that are no more than five years old.
www.clariant.com Disclaimer:
THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION INTO THE UNITED STATES. THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES OF CLARIANT DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ¡§SECURITIES ACT¡¨), OR THE LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS. THERE IS NO INTENTION TO REGISTER ANY PORTION OF THE OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. The information contained in this communication does not constitute an offer of securities to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995. No prospectus offering securities to the public will be published in the United Kingdom. Persons receiving this communication in the United Kingdom should not rely on it or act on it in any way. This presentation does not constitute an offer of rights or shares for sale or a solicitation of an offer to purchase rights or shares in Germany and is for information purposes only. Readers of this presentation are requested to inform themselves about and to observe any such restrictions. No public offering of the rights or shares is being conducted in Germany. Any offer or sale of rights or shares in Germany may only be made in compliance with the German Securities Prospectus Act (Wertpapier-Verkaufsprospektgesetz). No sales prospectus (Verkaufsprospekt) under the German Securities Sales Prospectus Act has been, or will be, published with respect to the rights or the shares. THE INFORMATION CONTAINED HEREIN SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION, EXEMPTION FROM REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH JURISDICTION. Certain statements in this presentation are ¡§forward-looking statements¡¨. These forward-looking statements include, but are not limited to, statements relating to the timing, size and manner of the rights issue, the trading and exercise of the rights and the use of proceeds from the rights issue, as well as Clariant¡¦s asset sales and performance improvement program. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from the information set forth in these forward-looking statements include, but are not limited to, the delay or failure to satisfy any of the conditions to the rights issue, the behavior of other market participants, the actions of government regulators and law enforcement agencies, the volatility of Clariant¡¦s shares and general economic and market conditions. Many of these factors are beyond Clariant¡¦s ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements, which only speak as of the date of this presentation. Clariant does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events or circumstances, except as may be required under applicable securities laws.
Stabilization/FSA
end of announcement euro adhoc 01.04.2004
Further inquiry note:
Your contacts at Clariant
Media Relations
Christoph Hafner Tel. +41 61 469 67 46
Rainer Weihofen Tel. +41 61 469 67 42
Fax +41 61 469 69 99
Investor Relations Tel. +41 61 469 67 48
Fax +41 61 469 67 67
Holger Schimanke Tel. +41 61 469 67 45
Daniel Leuthardt Tel. +41 61 469 67 49
Branche: Chemicals
ISIN: CH0012142631
WKN:
Index: General Standard, SMI
Börsen: Frankfurter Wertpapierbörse / official dealing
SWX Swiss Exchange / official dealing
Berliner Wertpapierbörse / free trade
Bayerische Börse / free trade
Bremer Wertpapierbörse (BWB) / free trade
Börse Düsseldorf / free trade
Baden-Württembergische Wertpapierbörse / free trade