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HeidelbergCement AG

EANS-Adhoc: HeidelbergCement AG
HeidelbergCement AG decides to implement a capital increase against cash contributions together with a placement of existing shares

  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.
13.09.2009
Today, the Managing Board of HeidelbergCement AG, with the consent of
the Supervisory Board, has decided to implement a capital increase 
with subscription rights against cash contributions, subject to the 
adoption of a pricing resolution anticipated to occur on 21st 
September 2009. By utilizing its available authorized capital, the 
company will increase its share capital by 50% through the issuance 
of 62.5 million new shares against cash contributions. This capital 
markets transaction is a continuation of the refinancing entered into
by the company and its major lending banks in June of 2009, and aims 
to strengthen the company's equity base. The proceeds from the 
capital increase will be used to repay the company´s existing 
indebtedness.
The capital increase will be underwritten by a syndicate of banks 
and, under the conditions set forth in the subscription rights 
offering, the new shares will be offered indirectly to the company´s 
shareholders for subscription in a ratio of 2:1, i.e. for every two 
existing shares one new share can be acquired. The new shares are 
entitled to receive dividends from 1st January 2009. The company´s 
major shareholders (among others, Spohn Cement GmbH and VEM 
Vermögensverwaltung GmbH), as well as certain banks that hold shares 
in the company (the "Selling Shareholders") and certain other 
shareholders of the company have undertaken to assign their 
subscription rights, subject to the determination of the subscription
price, to the Global Coordinators in order to enable the new shares 
attributable to them upon exercise of the subscription rights to be 
placed in a private placement exclusively with institutional 
investors. Concurrently with the placement of the new shares from the
capital increase, existing shares held by the Selling Shareholders in
an amount up to the number of new shares issued in the capital 
increase will also be placed in a private placement exclusively with 
institutional investors. The offering of the new shares and the 
existing shares to institutional investors (the "Institutional 
Offering") will be concluded prior to the commencement of the 
subscription period for the subscription rights offering.
The subscription period for the new shares is expected to run from 
and including 24th September 2009 to and including 7th October 2009, 
with settlement expected to take place on 9th October 2009. Public 
trading of the subscription rights will take place from and including
24th September 2009 to and including 5th October 2009 on the trading 
floor of the Frankfurt Stock Exchange.
Both the subscription price for the new shares to be offered in the 
indirect rights offering to shareholders and the offer price in the 
Institutional Offering will be established, following the book 
building for the Institutional Offering, by the Managing Board with 
the consent of the Supervisory Board and in agreement with the 
syndicate banks and the Selling Shareholders, such that both prices 
will be the same. The subscription price and the offer price are 
expected to be made public on 22nd September 2009.
Subject to approval by the German Financial Supervisory Authority, 
the required prospectus in relation to the public offering of shares 
is expected to be released on 14th September 2009, and will be made 
available at http://www.heidelbergcement.com/global/en/company/invest
or_relations/capital_increase
Heidelberg, 13 September 2009
The Managing Board
______________________________________________________
This release constitutes neither an offer to sell nor a solicitation 
of an offer to buy any securities of HeidelbergCement AG. This 
release does not constitute an offer to sell or a solicitation of an 
offer to buy securities in 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 will not be registered under the 
Securities Act. The information contained in this release may not be 
issued or distributed in or into the United States of America, 
Canada, Australia or Japan and does not constitute an offer to sell 
nor a solicitation of an offer to buy securities in the United States
of America, Canada, Australia or Japan.

Further inquiry note:

Dr. Ingo Schaffernak
+49(0)6221/481-366
ingo.schaffernak@heidelbergcement.com

Branche: Construction & Property
ISIN: DE0006047004
WKN: 604700
Index: Midcap Market Index, MDAX, CDAX, Classic All Share, HDAX,
Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Hannover / free trade
Stuttgart / regulated dealing
Düsseldorf / regulated dealing
München / regulated dealing

Plus de actualités: HeidelbergCement AG
Plus de actualités: HeidelbergCement AG