euro adhoc: Clariant International Ltd.
Annual & Special Corporate Meetings
Clariant announces proposed terms for rights issue (E)

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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 The pre-emptive rights (Bezugsrechte) of the existing shareholders are withdrawn in favor of a bank syndicate which will underwrite all the shares to be newly issued.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. 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.


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
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

Weitere Meldungen: Clariant

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