Gelsenkirchen, den 12 November 2010 – At Masterflex AG (Gelsenkirchen), the resolution approved at the Annual General Meeting of 17 August 2010 and entered in the commercial register of the Gelsenkirchen local court on 17 September 2010 on increasing the share capital of the company by up to EUR 4,365,874.00 through the issue of up to 4,365,874 new, no-par value bearer shares against cash contributions will now be implemented.
In line with the authorisations issued in the above Annual General Meeting resolution, the Executive Board today determined the subscription price per new share and, with the approval of the Supervisory Board, resolved the further terms (namely the other conditions for issuing the shares) of the subscription offer.
The new shares will be offered to shareholders by way of indirect pre-emption rights at a ratio of 1:1. The subscription price is EUR 3.00 per new share. The subscription period will begin on 17 November 2010 and end on 1 December 2010, 12.00 pm (noon) CET (inclusively). There will be no trading of pre-emption rights. The new shares have full earnings participation from 1 January 2010. Further details will be available in the subscription offer, which will be published in the electronic Bundesanzeiger (Federal Gazette) and an official stock market journal on 16 November 2010. The transaction is being managed by equinet Bank AG.
Any new shares not subscribed to on the basis of the subscription offer are to be placed privately among a limited group of investors at the subscription price. Regarding the performance of the subscription offer (by exercise of pre-emption rights) and also regarding the private placement, several investors (including members of the Supervisory Board and both members of the Executive Board) have already undertaken to subscribe to or acquire new shares in respective declarations to Masterflex AG. All declarations of obligation relate to a total amount of not more than around EUR 10.3 million (number of shares multiplied by the subscription price). The declarations received include the restriction that no investor may hold 30% or more of the increased share capital or voting rights within the meaning of the provisions of the Wertpapiererwerbs- und Übernahmegesetz (WpÜG - German Securities Acquisition and Takeover Act) as a result of subscribing to or acquiring new shares.
The (cash) funds received from the capital increase of up to around EUR 13.1 million (gross) will mainly be used to repay liabilities, to boost working capital - building on the outstanding expertise in the High-Tech Hose Systems segment - and for selected investments in the increased expansion of the core business. One of the payment conditions under the syndicate agreement recently signed by the company with six core banks is a liquidity inflow of at least EUR 10.24 million from this capital measure.
This disclosure and the offer to subscribe to shares in Masterflex AG do not constitute a public offer to buy shares in Masterflex AG. The subscription offer is directed solely to shareholders of Masterflex AG.
This disclosure is not intended for direct or indirect publication or distribution in or within the United States of America, Canada, Japan or Australia.