The board of management of SGL Carbon SE, with the approval of the supervisory board, today resolved to increase the share capital against cash contributions with shareholders’ indirect subscription rights. The Company’s share capital will be increased through the exercise of the existing authorized capital from €182,379,980.80 by €51,660,800.00 to €234,040,780.80 against cash contributions through the issue of 20,180,000 new ordinary bearer shares with no par value, each representing a notional value of €2.56 (the “New Shares”). The New Shares carry full dividend rights as of 1st January 2014.
The new shares will be offered to existing shareholders for indirect subscription at a ratio of 25:7 and at a subscription price of €13.25 per New Share. 25 existing shares of SGL Carbon SE entitle holders to subscribe for 7 New Shares.
The Company expects to receive gross proceeds from the capital increase of approximately €267.4 million and intends to predominantly use the net proceeds to repay outstanding debt, including €26.9 million to repay outstanding debt of the Malaysian subsidiary. The remainder is intended to strengthen its capital structure, to improve its leverage ratios and to enhance its financial headroom for general corporate purposes.
The Company has received firm subscription commitments from the major shareholders SKion GmbH, Bayerische Motoren Werke Aktiengesellschaft, and Volkswagen Aktiengesellschaft. Each of such major shareholder has committed itself to participate in the capital increase according to its shareholding.
In the context of the capital increase, the board of management of SGL Group will also invest into SGL Carbon SE shares in a total amount of approximately €1 million – which corresponds to more than 50% of the aggregate yearly base salary of all members of the board of management.
Subject to the approval of the prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the publication of the approved prospectus, which is expected to occur later today, the subscription period during which the Company's shareholders may exercise their subscription rights is expected to begin on 30th September 2014 and is expected to end on 13th October 2014 (including). Any new shares not subscribed for by the end of the subscription period will be offered by way of a private placement. The Company’s existing shares will be quoted as ex-subscription rights (exBezugsrecht); this quotation will commence on 30th September 2014.
A syndicate of banks has agreed to subscribe and underwrite the New Shares at the subscription price and to offer the New Shares to existing shareholders in accordance with the conditions of a subscription offer expected to be published later today in the German Federal Gazette (Bundesanzeiger) after the approval of the prospectus. The registration of the capital increase in the commercial register of the local court (Amtsgericht) of Wiesbaden is expected on or around 10th October 2014.
Subject to the approval and publication of the prospectus, the subscription rights for the New Shares will be traded during the period from 30th September 2014, up to and including 9th October 2014 on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange, under ISIN DE000A13SXM7 and German Securities ID (WKN) A13 SXM . No consideration will be paid for any subscription rights remaining unexercised.
The admission of the New Shares to the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange, and sub-segment thereof with additional post-admission obligations (Prime Standard), is expected to occur on or around 13th October 2014. Commencement of trading is expected to occur on or around 14th October 2014. It is intended that the New Shares will be included in the existing listing quotation of the Company’s shares.
About SGL Group – The Carbon Company
SGL Group is one of the world’s leading manufacturers of carbon-based products and materials. 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 very good electrical and thermal conductivity, heat and corrosion resistance as well as high mechanical strength combined with low weight. Due to industrialization in the growth regions of Asia and Latin America and increased substitution of traditional with innovative materials, there is a growing demand for SGL Group’s high-performance materials and products. Products from SGL Group are used predominantly in the steel, aluminum, automotive and chemical industries as well as in the semiconductor, solar and LED sectors and in lithium-ion batteries. Carbonbased materials and products are also being used increasingly in the wind power, aerospace and defense industries.
With 43 production sites in Europe, North America and Asia as well as a service network covering more than 100 countries, SGL Group is a company with a global presence. In 2013, the Company’s workforce of around 6,300 employees generated sales of €1,477 million. The Company’s head office is located in Wiesbaden.
