KUKA Capital Increase
KUKA Aktiengesellschaft Decides on Capital Increase from Authorized Capital
5 November 2014
KUKA Aktiengesellschaft
Zugspitzstrasse 140, 86165 Augsburg
- ISIN DE0006204407-
Listed on the following German stock exchanges:
Frankfurt am Main and Munich
Market segment: Prime Standard
Ad hoc disclosure in accordance with section 15 of the WpHG (Wertpapierhandelsgesetz – German Securities Trading Act)
Not for release, publication or distribution in or into the United States, Canada, Australia or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable laws.
The Executive Board of KUKA Aktiengesellschaft has, with the approval of the Supervisory Board, resolved today to increase the share capital of the Company under exclusion of shareholders' subscription rights by means of a partial utilization of authorized capital by an amount of up to EUR 4,661,498.40 to up to EUR 92,841,619.00 by issuing up to 1,792,884 new ordinary bearer shares with no par value each representing a notional amount of EUR 2.60 in the share capital against cash contributions (“New Shares”).
The subscription rights of shareholders are excluded on the basis of the authorization in § 4 para. 5 sentence 4 of the Articles of Association.
The New Shares shall be offered by Joh. Berenberg, Gossler & Co. KG in a private placement by means of an accelerated bookbuilding to institutional investors outside of the USA in accordance with Regulation S of the U.S. Securities Act of 1933 (“Securities Act”) and in the USA to qualified institutional buyers in the meaning of Rule 144A under the Securities Act. The number of New Shares to be issued and the placement price will be determined by the Executive Board with the approval of the Supervisory Board after conclusion of the accelerated bookbuilding. The New Shares are entitled to dividends from January 1, 2014.
The proceeds of the capital increase shall be used for partly financing the public tender offer to the shareholders of Swisslog Holding AG, Schweiz.
The New Shares shall be admitted to trading, without prospectus, in the regulated market as well as the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange as well as in the regulated market on the Munich Stock Exchange and shall become part of the existing listings.
Augsburg, November 5, 2014
KUKA Aktiengesellschaft
The Executive Board
The subscription rights of shareholders are excluded on the basis of the authorization in § 4 para. 5 sentence 4 of the Articles of Association.
The New Shares shall be offered by Joh. Berenberg, Gossler & Co. KG in a private placement by means of an accelerated bookbuilding to institutional investors outside of the USA in accordance with Regulation S of the U.S. Securities Act of 1933 (“Securities Act”) and in the USA to qualified institutional buyers in the meaning of Rule 144A under the Securities Act. The number of New Shares to be issued and the placement price will be determined by the Executive Board with the approval of the Supervisory Board after conclusion of the accelerated bookbuilding. The New Shares are entitled to dividends from January 1, 2014.
The proceeds of the capital increase shall be used for partly financing the public tender offer to the shareholders of Swisslog Holding AG, Schweiz.
The New Shares shall be admitted to trading, without prospectus, in the regulated market as well as the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange as well as in the regulated market on the Munich Stock Exchange and shall become part of the existing listings.
Augsburg, November 5, 2014
KUKA Aktiengesellschaft
The Executive Board
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 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 or form part of an offer of securities for sale or solicitation of an offer to purchase securities of KUKA Aktiengesellschaft 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 KUKA Aktiengesellschaft may not be offered or sold in the United States absent an applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or in a transaction not subject to the registration requirements of the Securities Act. The securities of KUKA Aktiengesellschaft have not been, and will not be, registered under the Securities Act. There will be no public offering of securities of KUKA Aktiengesellschaft in the United States.
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.
In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
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 KUKA Aktiengesellschaft (the “Shares”), Joh. Berenberg, Gossler & Co. KG (“Berenberg”) and any of its respective affiliates acting as an investor for its own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for its own account such Shares. In addition Berenberg or its affiliates may enter into financing arrangements and swaps with investors in connection with which Berenberg (or its affiliates) may from time to time acquire, hold or dispose of Shares. Berenberg does 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.
Berenberg is acting on behalf of KUKA Aktiengesellschaft and no one else in connection with any offering of the Shares and will not be responsible to any other person for providing the protections afforded to its clients nor for providing advice in relation to any offering of the Shares.
This publication does not constitute or form part of an offer of securities for sale or solicitation of an offer to purchase securities of KUKA Aktiengesellschaft 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 KUKA Aktiengesellschaft may not be offered or sold in the United States absent an applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or in a transaction not subject to the registration requirements of the Securities Act. The securities of KUKA Aktiengesellschaft have not been, and will not be, registered under the Securities Act. There will be no public offering of securities of KUKA Aktiengesellschaft in the United States.
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.
In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
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 KUKA Aktiengesellschaft (the “Shares”), Joh. Berenberg, Gossler & Co. KG (“Berenberg”) and any of its respective affiliates acting as an investor for its own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for its own account such Shares. In addition Berenberg or its affiliates may enter into financing arrangements and swaps with investors in connection with which Berenberg (or its affiliates) may from time to time acquire, hold or dispose of Shares. Berenberg does 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.
Berenberg is acting on behalf of KUKA Aktiengesellschaft and no one else in connection with any offering of the Shares and will not be responsible to any other person for providing the protections afforded to its clients nor for providing advice in relation to any offering of the Shares.