04/28/2015 17:00:00 CEST
Not for distribution or release in or into the United States of America, Australia, Canada or Japan, or any other jurisdiction in which offers or sales would be prohibited by applicable law.
Ad–hoc-announcement according to § 15 WpHG
The executive board of Manz AG, Reutlingen, (ISIN: DE000A0JQ5U3) resolved today, with the consent of the supervisory board, to issue 492,805 new shares (approx. 10 % of the existing share capital) by way of a capital increase from authorized capital under exclusion of subscription rights. The share capital of the company shall be increased from EUR 4,928,059 by EUR 492,805 to EUR 5,420,864 against cash contributions by partial utilization of the existing authorized capital 2014. The new shares (ordinary shares) will be offered to German, European and US qualified investors by way of an accelerated bookbuilding in the course of a private placement. In addition, up to 100,000 shares (approx. 2 % of the existing share capital) from the holdings of the principal shareholder and chairman of the managing board Mr. Dieter Manz will be offered. For the offering, Bankhaus Lampe will act as Sole Global Coordinator and Sole Bookrunner, and equinet Bank will act as Co-Lead Manager.
The proceeds from the capital increase shall serve the financing of the further internal and external growth of the company. Manz AG currently examines possible options to further strengthen its technology portfolio by potential acquisitions.
The placement commences today, 28 April 2015, and is expected to be completed tomorrow, 29 April 2015. Manz AG is expected to determine the placement price tomorrow, 29 April 2015, on the basis of the accelerated bookbuilding. The new shares carry full dividend rights as from 1 January 2014 and are expected to be admitted to trading on the regulated market (regulierter Markt) without a prospectus and to be included in the existing quotation of the company's shares in the sub-segment of the regulated market with further post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange.
German Securities Identification Number: A0JQ5U
Trading Symbol: M5Z
Trading Segment: Regulated Market (Prime Standard) of the Frankfurt Stock Exchange
– End of the ad-hoc-announcement –
Ulrich Wiehle / Claudius Krause
Tel.: +49 (0)611 – 205855-28
Fax: +49 (0)611 – 205855-66
Tel.: +49 (0)7121 – 9000-395
Fax: +49 (0)7121 – 9000-99
This publication may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of Manz AG in the United States, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities of Manz AG may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of Manz AG have not been, and will not be, registered under the Securities Act.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
In connection with any offering of the shares of Manz AG (the “Shares”), Bankhaus Lampe KG ("BHL") and equinet Bank AG ("equinet") and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for their own account such Shares. In addition BHL, equinet or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which BHL (or its affiliates) and equinet (or its affiliates) may from time to time acquire, hold or dispose of Shares. BHL and equinet do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
In connection with any offering of the Shares BHL and equinet will not be responsible to any person other than Manz AG. BHL and equinet do not have to provide vis-à-vis other persons than Manz AG the protections afforded to clients of BHL or equinet nor doBHL or equinet have to advise other persons than Manz AG in relation to any offering of the Shares.