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Warimpex Finanz- und Beteiligungs AG

EANS-Adhoc: Warimpex Finanz- und Beteiligungs AG
Warimpex resolves a capital increase

  ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
  distribution. The issuer is solely responsible for the content of this
  announcement.
23.10.2009
Not intended for distribution in the USA, Canada, Australia and 
Japan.            This is neither an offer nor a solicitation to buy 
shares.
Warimpex resolves a capital increase
  • Up to 9.99% of the current share capital with the exclusion of subscription rights
  • For financing future land acquisitions and optimising the financing structure
Vienna, 23 October 2009 - On 22 October 2009, the management board  
of  Warimpex Finanz-  und   Beteiligungs   Aktiengesellschaft   
("Warimpex"),   Floridsdorfer Hauptstraße 1, 1210 Vienna, (ISIN: 
AT0000827209), a real  estate  developer  and investment company, 
whose main business is the establishment and  the  operation of 
hotels in CEE, determined with the approval of the supervisory board 
of  the same day, to increase the share capital by up to EUR 
3,599,999.00 by issuing  up to 3,599,999 ordinary bearer shares with 
the exclusion  of  subscription  rights and therefore, exercising 
partly the authorised capital.
The placement of the new shares is accomplished by Raiffeisen 
Centrobank  AG  as book runner and  lead manager and by Wood&Company 
Financial  Services,  a.s.  as co-lead manager. The net proceeds from
the offering shall  be  used  to  finance land  acquisitions  for  
the  roll  out  of  budget  hotels  under  the   brands "Campanile" 
and "Premiere Class" and for the four-star brand  "angelo"  and  the 
selective investment in distressed assets in CEE. Furthermore, the 
net  proceeds from the offering shall be used to optimise  the  
existing  financing  structure and to strengthen the equity base.
Details of the capital increase
On 22 October 2009, the management  board  of  Warimpex,  with  the  
supervisory board's approval of the same day, has exercised the  
authorization  to  increase the share capital from EUR 36,000,000 by 
up to EUR 3,599,999.00  to  up  to  EUR 39,599,999.00 by issuing of 
up to 3,599,999 new  no-par  value  ordinary  bearer shares with the 
exclusion of subscription rights against payment  in  cash.  The new 
shares will be offered exclusively either to qualified or to less  
than  100 selected investors per EEA member state in the course of  
an  accelerated  book- building-procedure. There is neither a rights 
offer  to  existing  shareholders nor a public offer of new shares.
Warimpex reserves the right to cancel the envisaged capital  
increase.  The  new shares will be entitled to full dividends for the
2009  business  year  and  the following years and it is envisaged 
that the new shares will be included  on  or around 29 October 2009 
in the official market  (prime  market  segment)  of  the Vienna 
Stock Exchange. The new shares are also envisaged to be included  in 
the official market to Warsaw Stock Exchange following registration  
of  new  shares with the National Depository for Securities and its 
admission to  trade  by  the Warsaw Stock Exchange. It is expected 
that the new shares will  be  admitted  to trading in the forthcoming
weeks on the Warsaw Stock Exchange.
Since the offer is exclusively directed to either qualified or to 
less than  100 selected investors per EEA member state and no public 
offer takes place  and  in addition, less than 10% of the shares of 
the same type  as  previously  approved for trading on the same 
regulated market will be issued, the  preparation  of  a prospectus 
pursuant to the Capital Markets Act or the Stock Exchange Act is  not
required. It is envisaged that the final offer price will be 
determined  by  the management board of Warimpex with the approval of
the  supervisory  board  after the end of the accelerated 
book-building-procedure on 23  October  2009  and  in consideration 
of the  six-month-average  trading  price  of  the  Warimpex-share 
(Vienna Stock Exchange, 22 October 2009) and it  is  envisaged  that 
the  final offer price will be published via electronic media on 23 
October 2009.
As announced by the company on  7  October  2009,  the  subscription 
rights  of shareholders were excluded for the execution of  an  
accelerated  book-building- procedure. The report of the management 
board regarding  the  exclusion  of  the subscription rights pursuant
to section 171 para 2 in  connection  with  section 153 para 4 of the
Austrian Stock Corporation Act is available on  the  company's 
website. By excluding  the  subscription  rights,  the  investor  
base  will  be broadened and the freefloat will be increased.
Basic data of the transaction
Issuer: Warimpex Finanz- und Beteiligungs Aktiengesellschaft.
Offer: The new shares will exclusively be offered to either qualified
investors with the  exclusion  of  subscription  rights  or  to  less
than  100  selected investors per EEA member state in the course of a
private placement.
Subscription ratio: None (subscription rights are excluded)
Offer period: It is envisaged that the offer period starts on  23  
October  2009 and ends on 23 October 2009. The lead manager reserves 
the right  to  close  the book ahead of schedule or to cancel the 
offer ahead of schedule.
Offer price: It is envisaged to announce the offer price  on  23  
October  2009; the offer price will be  determined  in  the  course  
of  an  accelerated  book- building-procedure.
First listing of the new shares: it is envisaged to include the  new 
shares  on 29 October 2009 in the official market (prime  market  
segment)  at  the  Vienna Stock Exchange; it is expected that the new
shares will be admitted  to  trading in the forthcoming weeks on the 
Warsaw Stock Exchange..
Rights to dividends of the new shares: Full entitlement for the  2009
financial year and following years
Value Date: Presumably 29 October 2009 (Vienna)
ISIN: AT0000827209
Bookrunner & Lead Manager: Raiffeisen Centrobank AG
Co-Lead Manager: Wood&Company Financial Services, a.s.
Selling Agent: UniCredit CAIB Poland
Legal disclaimer
This ad-hoc announcement is intended for information  purposes  in  
Austria  and constitutes neither an offer to  sell  nor  a  
solicitation  to  buy  shares  of Warimpex Finanz- und Beteiligungs 
Aktiengesellschaft. No public offering of  the shares will take 
place. This ad-hoc announcement  is  not  for  distribution  or 
publication in or into the United States  of  America  (USA)  and  
must  not  be distributed to "U.S. persons"  (as  defined  in  
regulation  S  under  the  U.S. Securities Act of 1933, in the 
respective amended version) or publications  with a general 
circulation in the United States.  This  ad-hoc  announcement  
neither constitutes an offer to sell nor a solicitation to buy shares
in the USA.

Further inquiry note:

Warimpex Finanz- und Beteiligungs AG
Phone: +43 1 310 55 00
Christoph Salzer
mailto:presse@warimpex.com
Daniel Folian, mailto:investor.relations@warimpex.com
www.warimpex.com

Branche: Real Estate
ISIN: AT0000827209
WKN:
Index: ATX Prime
Börsen: Wien / official market

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