Arbon, 21 August 2015 – The Board of Directors of AFG Arbonia-Forster-Holding AG proposes to the shareholders at the Extraordinary Shareholders’ Meeting ("EGM") on 11 September 2015 an ordinary capital increase in order to raise gross proceeds in the amount of approximately CHF 200 million. Provided that the EGM approves the motion to increase the nominal share capital from currently CHF 76,547,532.60 by up to CHF 200,000,001.60 to a maximum of CHF 276,547,534.20, a banking syndicate under the lead of UBS AG and Joh. Berenberg, Gossler & CO. KG ("Berenberg") has committed to a firm underwriting, subject to certain customary conditions, of the up to 47,619,048 new registered shares for a legally required minimum offer price of CHF 4.20 per share (which equals the current nominal value of AFG shares). The banking syndicate will offer the new registered shares to the existing shareholders, preserving the pre-emptive rights.
The Board of Directors emphasizes, that the maximum number of registered shares to be created is an overall frame only, which is determined by the legally stipulated minimum offer price reflecting the current nominal value of existing AFG shares (CHF 4.20). The final terms of the rights issue (final number of shares to be issued, final subscription ratio and final offer price) will be determined by the Board of Directors and presumably announced on 11 September 2015 ahead of the EGM.
Artemis Beteiligungen I AG, held and controlled by Michael Pieper, has committed to exercise all of the allotted subscription rights corresponding to its current holdings of 26.7% and reserves the right to increase its stake by purchasing additional AFG shares or subscription rights in the market, but will not exceed the threshold of 33 1/3%.
Execution of the rights offering (trading and exercise of rights, registration of capital increase in the commercial register as well as payment and settlement of the new registered shares) is expected to take place after the EGM.
The envisaged capital increase enables AFG to create the financial basis for the execution of the re-structuring and repositioning measures, which were announced at the Half-Year figures presentation on 13 August 2015.
UBS Investment Bank acts as Sole Global Coordinator and together with Berenberg as Joint Bookrunner. Co-Lead Managers are Zürcher Kantonalbank und Bank Vontobel AG.
Alexander von Witzleben
CEO and Delegate of the Board of Directors
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