Tous Actualités
Suivre
Abonner K+S Aktiengesellschaft

K+S Aktiengesellschaft

EANS-Adhoc: Capital increase resolution of K+S Aktiengesellschaft: Issuance of 26.4 million new shares with a purchase price of EUR 26.00 per share

  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.
25.11.2009
Today, the Board of Executive Directors of K+S Aktiengesellschaft, 
with the consent of the Supervisory Board, resolved a capital 
increase from authorised capital against cash contributions. Using 
part of the authorized capital, a total number of 26.4 million new 
ordinary bearer shares without par value will be issued at a purchase
price of EUR 26.00 per share. As a result, the share capital of K+S 
Aktiengesellschaft will increase from EUR 165.0 million by EUR 26.4 
million to EUR 191.4 million, with the capital increase amounting to 
16 % of the company´s current share capital. The new shares will 
carry full dividend rights as of the fiscal year 2009.
The shareholders of K+S Aktiengesellschaft will receive an indirect 
subscription right and are entitled to acquire 4 shares in return for
25 shares held. The two major shareholders of K+S Aktiengesellschaft,
MCC/Eurochem and BASF, informed the company that they will fully 
participate in the capital increase in proportion to their 
shareholdings. Subject to the approval of the prospectus by the 
Federal Agency for Financial Services Supervision (Bundesanstalt für 
Finanzdienstleistungsaufsicht; BaFin) and the publication of the 
approved prospectus, the subscription period will commence on 27 
November and end on 10 December 2009. Unsubscribed shares will be 
placed in a private placement or sold in the market following the end
of the subscription period.
It is expected that the gross issue proceeds from the capital 
increase will amount to EUR 686.4 million. The primary purpose of the
capital increase and offering is to improve the company´s equity base
also in line with its desired capital structure. The company 
anticipates that the proceeds from the capital increase will provide 
the company with the ability to repay bank loans that it used to 
finance the acquisition of Morton Salt and provide it with financial 
and strategic flexibility for additional growth in the future.
Subject to the approval and publication of the prospectus, it is 
anticipated that the subscription rights for the new shares (ISIN 
DE000A1A6Z69 / WKN A1A 6Z6) will be traded on the regulated market of
the Frankfurt Stock Exchange from 27 November through 8 December 2009
(including). All shares already issued by the company are expected to
be listed "ex subscription right" on the regulated market of the 
Frankfurt Stock Exchange from 27 November 2009. The new shares are 
expected to be included in the current listing on the regulated 
market of the stock exchanges in Berlin, Dusseldorf, Frankfurt, 
Hamburg, Hanover, Munich and Stuttgart as well as in the sub-segment 
of the regulated market with additional post-admission obligations 
(Prime Standard) of the Frankfurt Stock Exchange as of 11 December 
2009.
The new shares will be underwritten by Deutsche Bank AG and Morgan 
Stanley Bank AG as Joint Global Coordinators and Joint Bookrunners 
and further banks to offer them to the shareholders of K+S 
Aktiengesellschaft for subscription.
K+S Aktiengesellschaft
Kassel, 25 November 2009
The Board of Executive Directors
This announcement does not contain or constitute an offer of, or the 
solicitation of an offer to buy or subscribe for, securities to any 
person in Australia, Canada, Japan, or the United States or in any 
jurisdiction to whom or in which such offer or solicitation is 
unlawful. The securities referred to herein may not be offered or 
sold in the United States absent registration under the U.S. 
Securities Act of 1933, as amended (the "Securities Act") or another 
exemption from, or in a transaction not subject to, the registration 
requirements of the Securities Act. Subject to certain exceptions, 
the securities referred to herein may not be offered or sold in 
Australia, Canada or Japan or to, or for the account or benefit of, 
any national, resident or citizen of Australia, Canada or Japan. The 
offer and sale of the securities referred to herein has not been and 
will not be registered under the Securities Act or under the 
applicable securities laws of Australia, Canada or Japan. There will 
be no public offer of the securities in the United States of America.
This announcement is not a prospectus. Investors should not purchase 
or subscribe for any shares referred to in this announcement except 
on the basis of information in the prospectus to be issued by the 
company in connection with the offering of such shares. Copies of the
prospectus will, following approval of the German Financial 
Supervisory Authority (BaFin) and publication, be available free of 
charge from K+S AG (Bertha-von-Suttner-Strasse 7, 34131 Kassel, 
Germany).
This announcement is directed at and/or for distribution in the 
United Kingdom only to (i) persons who have professional experience 
in matters relating to investments falling within article 19(5) of 
the Financial Services and Markets Act 2000 (Financial Promotion) 
Order 2005 (the "Order") or (ii) high net worth entities falling 
within article 49(2)(a) to (d) of the Order (all such persons are 
referred to herein as "relevant persons"). This announcement is 
directed only at relevant persons. Any person who is not a relevant 
person should not act or rely on this announcement or any of its 
contents. Any investment or investment activity to which this 
announcement relates is available only to relevant persons and will 
be engaged in only with relevant persons.
This information contains forward-looking statements that are based 
upon current views and assumptions of the K+S Aktiengesellschaft 
management, which were made to its best knowledge. Forward-looking 
statements are subject to known and unknown risks, uncertainties and 
other factors which could cause the earnings position, profitability,
performance or the results of K+S Aktiengesellschaft to differ 
materially from the earnings position, profitability, performance or 
the results expressly or implicitly assumed or described in these 
forward-looking statements. In consideration of these risks, 
uncertainties and other factors, persons receiving these documents 
are advised not to unreasonably rely on these forward-looking 
statements. K+S Aktiengesellschaft does not assume any obligation to 
update such forward-looking statements and to adjust them to any 
future results and developments.
End of ad hoc disclosure
end of announcement                               euro adhoc

Further inquiry note:

Christian Herrmann
Telefon: +49(0)561-9301-1460
E-Mail: christian.herrmann@k-plus-s.com

Branche: Chemicals
ISIN: DE0007162000
WKN: 716200
Index: DAX, Midcap Market Index, CDAX, Classic All Share, HDAX,
Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / regulated dealing
Hamburg / regulated dealing
Stuttgart / regulated dealing
Düsseldorf / regulated dealing
Hannover / regulated dealing
München / regulated dealing

Plus de actualités: K+S Aktiengesellschaft
Plus de actualités: K+S Aktiengesellschaft
  • 12.10.2009 – 10:05

    EANS-News: K+S Aktiengesellschaft / Change in the Supervisory Board

    K+S Aktiengesellschaft / Change in the Supervisory Board Corporate news transmitted by euro adhoc. The issuer/originator is solely responsible for the content of this announcement. Annual & Special Corporate Meetings Utl.: K+S Aktiengesellschaft / Change in the Supervisory Board = Kassel (euro adhoc) - Kassel, 12 October 2009 K+S Aktiengesellschaft Change in the Supervisory Board Dr. Uwe-Ernst Bufe has ...

  • 01.10.2009 – 15:22

    EANS-News: K+S Aktiengesellschaft / Closing completed: K+S Closes the Acquisition of Morton Salt

    K+S Aktiengesellschaft / Closing completed: K+S Closes the Acquisition of Morton Salt Corporate news transmitted by euro adhoc. The issuer/originator is solely responsible for the content of this announcement. Mergers - Acquisitions - Takeovers Utl.: K+S Aktiengesellschaft / Closing completed: K+S Closes the Acquisition of Morton Salt = Kassel (euro adhoc) ...