Wiesbaden, March 26, 2007. SGL Carbon AG, a member
of SGL Group, (tickers: Germany - SGL GR, SGL GY and USA - SGG
US) announces the following changes to its ADR program to facilitate
the conversion of ADRs into ordinary shares. The fee of US-$0.05
per ADR for canceling ADRs and transferring the holding into ordinary
shares is being waived until further notice. A change in the ratio
of ADRs to ordinary shares and the introduction of a service charge
of US-$0.04 per ADR per year are being considered. The shares underlying
the ADRs are traded on various German stock exchanges, primarily
the Frankfurt Stock Exchange. Deutsche Bank has been appointed SGL
Carbon AG’s depositary bank.
SGL Group believes that the waiver of ADR cancellation fees for
transferring ADRs to ordinary shares provides its ADR holders with
additional flexibility. SGL Carbon AG intends to deregister and
terminate its reporting obligations under the US Securities Exchange
Act of 1934, as amended (the “Exchange Act”), as soon
as possible and, as part of the deregistration process, intends
to delist its ADRs from the New York Stock Exchange (NYSE) in the
very near future.
Most trading in SGL Carbon AG’s shares takes place on the
German stock exchanges and only a relatively small percentage
in the form of ADRs trades on the NYSE.
SGL Group has considered the costs and benefits of continuing
its Exchange Act registration and believes that deregistration
and termination of its reporting obligations under the Exchange
Act is in the best interests of shareholders. The Sarbanes-Oxley
Act of 2002 has taken full effect and SGL Group has documented
the internal control systems as required. However, the administrative
and other costs of compliance, including the annual external audit
of these systems, represent a meaningful cost for the SGL Group,
which in its view, out-weighs the benefits of a continued registration
in the United States. SGL Group expects to realize cost savings
benefits from deregistration, thereby enhancing shareholder value.
SGL Group remains committed to its US investors and intends to
continue to carry out a full investor communications program in
North America. The Company will also continue to publish its annual
report, quarterly reports and press releases in English. With over
a quarter of its sales in the US and manufacturing facilities located
there, it also has a significant presence in the US markets.
SGL Group reviews its corporate governance policies on an ongoing
basis and complies with the German Corporate Governance Code. Deregistration
under the Exchange Act will not change its support for national
and international initiatives for improving the transparency of
corporate management and control.
The SEC announced changes to the deregistration rules in an open
meeting on March 21, 2007. The revised rules are expected to become
effective during June 2007. SGL Carbon AG intends to delist its
ADRs in the very near future, which may be before or after the
new rules become effective. Based on the announced changes, deregistration
will follow after the new rules become effective and US trading
volume in ADRs falls below 5% of worldwide trade of SGL Carbon
AG shares for a 12 month period.
| Contact details for enquiries: |
For registered ADR holders:
Deutsche Bank in the United States:
or Patrick Mullaly
 |
800 3013517
201 680 4937
|
(gebührenfrei) |
| Deutsche
Bank in Europe: |
Zafar Aziz |
+44 207 545 6619
|
For brokers:
Deutsche Bank in the United States:
Deutsche Bank in Europe: |
Jay Berman
Stanley Jones or
Mike Woods |
212 250 9100
+44 207 7547 6500 |
For press:
SGL Group – The Carbon Company
Corporate Communications / Press office / Stefan Wortmann
Tel.: +49 611 60 29 105 / Fax: +49 6 11 60 29 101 / Cellphone: +49 170 540
2667 /
E-mail : stefan.wortmann@sglcarbon.de / Internet: www.sglcarbon.de
About SGL Group – The Carbon Company
The SGL Group is one of the world’s leading manufacturers of carbon-based
products. It has a comprehensive portfolio ranging from carbon and graphite
products to carbon fibers and composites. SGL Group’s core competencies
are its expertise in high-temperature technology as well as its applications
and engineering know-how gained over many years. These competencies enable
the Company to make full use of its broad material base. SGL Group’s
carbon-based materials combine several unique properties such as electrical
and thermal conductivity, heat and corrosion resistance as well as high mechanical
strength combined with low weight. Due to the paradigm shift in the use of
materials as a result of the worldwide shortage of energy and raw materials,
there is a growing demand for SGL Group’s high-performance materials
and products from an increasing number of industries. Carbon and graphite products
are used whenever other materials such as steel, aluminum, copper, plastics,
wood etc. fail due to their limited properties. Products from the SGL Group
are used predominantly in the steel, aluminum, automotive, chemical and glass/ceramics
industries. However, manufacturers in the semiconductor, battery, solar/wind
energy, environmental protection, aerospace and defense industries as well
as in the nuclear energy industry also figure among the Company’s customers.
With around 30 production sites in Europe, North America and Asia as well as
a service network covering more than 100 countries, the SGL Group is a company
with a global presence. In 2006, the Company’s workforce of 5,250 generated
sales of € 1.2 billion. The Company’s head office is located in
Wiesbaden/Germany.
Notes:
SGL Carbon AG is consolidating all the trading of its shares in Germany, which
takes place on the regulated market in Frankfurt, on Xetra (electronic trading
platform) and on the unregulated markets of the stock exchanges in Hamburg,
Stuttgart, Duesseldorf, Munich, Berlin and Bremen.
One ADR is equivalent to a third of an ordinary share.
Disclaimer:
Some of the services described in this notice are provided by Deutsche Bank
Trust Company Americas (Deutsche Bank) or by its subsidiaries and/or affiliates
in accordance with appropriate local registration and regulation. Deutsche
Bank is providing the attached notice strictly for information purposes and
makes no claims or statement, nor does it warrant or in any way represent,
as to the accuracy or completeness of the details contained herein or therein.
Neither this announcement nor the information contained herein constitutes
an offer or solicitation by Deutsche Bank or any other issuer or entity for
the purchase or sale of any securities nor does it constitute a solicitation
to any person in any jurisdiction where solicitation would be unlawful. No
part of this notice may be copied or reproduced in any way without the prior
written consent of Deutsche Bank. Past results are not an indication of future
performance. The Depositary Receipts have been registered pursuant to the
US Securities Act of 1933. The investment or investment service which is
the subject of this notice is not available to private customers as defined
by the UK Financial Services Authority. This notice has been approved and/or
communicated by Deutsche Bank AG London.
Important note:
This press release contains statements on future developments that are based
on currently available information and that involve risks and uncertainties
that could lead to actual results deviating from these forward-looking statements.
The statements on future developments are not to be understood as guarantees.
The future developments and events are dependent on a number of factors,
they include various risks and unanticipated circumstances and are based
on assumptions that may not be correct. These risks and uncertainties include,
for example, unforeseeable changes in political, economic and business conditions,
particularly in the area of electrosteel production, the competitive situation,
interest rate and currency developments, technological developments and other
risks and unanticipated circumstances. We see other risks in price developments,
unexpected developments relating to acquired and consolidated companies and
in the ongoing cost optimization programs. SGL Group does not intend to
update these forward-looking statements
.
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