GAGFAH S.A. / Key word(s): Capital Increase 09.07.2013 18:35 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement.
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THIS ANNOUNCEMENT MAY NOT BE PUBLISHED, TRANSMITTED OR DISTRIBUTED IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN OR INTO ANY JURISDICTION WHERE DOING SO WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. 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. Ad hoc Release: July 9, 2013 GAGFAH S.A. 2-4, rue Beck L-1222 Luxembourg ISIN: LU0269583422 Frankfurt Stock Exchange (Ticker Symbol: GFJ) Regulated Market (Prime Standard) GAGFAH intends sale of treasury shares and increase of capital / Fortress intends reduction of shareholdings in GAGFAH - GAGFAH intends to sell a total of 20,000,000 shares consisting of - 9,500,000 new shares under its authorized capital and - 10,500,000 existing treasury shares - Fortress intends to sell 20,000,000 GAGFAH shares which, assuming the full number is sold, would reduce its shareholdings in GAGFAH to below 50% - The net proceeds from the offering of the new shares and the treasury shares will allow GAGFAH to pursue additional value enhancing capex projects and further optimize its capital structure Today, GAGFAH S.A. ('GAGFAH' or the 'Company') resolved, subject to completion, to proceed with a capital increase and issue 9,500,000 new shares (4.6% of the current share capital) against cash contributions and under exclusion of shareholders' preferential subscription rights. The successful completion of this transaction and full issuance of the new shares will increase the Company's share capital to EUR 269,940,694. Additionally, GAGFAH intends to sell 10,500,000 existing shares (5.1% of GAGFAH's current share capital) from its treasury shares. Various entities managed by Fortress Investment Group LLC (together 'Fortress') intend to sell 20,000,000 GAGFAH shares, which, assuming the full number is sold, would reduce the Fortress-managed shareholdings in the Company to below 50% (on a diluted basis assuming the issuance of 9,500,000 new shares pursuant to the capital increase). GAGFAH intends to use approximately two-thirds of the net proceeds from the offering of the new shares and treasury shares towards optimizing its capital structure through, among other things, the repayment of certain higher interest-bearing loans and the remaining one-third of the net proceeds for value enhancing capex projects. GAGFAH will not receive any proceeds from the sale of shares by Fortress entities. The final size and pricing of the transaction will be determined by way of an accelerated bookbuilding process. The shares will be offered to qualified investors only. Both GAGFAH and Fortress have agreed to a lock-up of 120 days as of the closing of the transaction. It is expected that the new shares will be admitted to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Prime Standard) on or around 11 July 2013 and that commencement of trading will take place on or around 12 July 2013. Contact GAGFAH S.A. Investor Relations 2-4, rue Beck L-1222 Luxembourg Tel.: +352 266 366 21 Mail: rhoffmann@gagfah.com www.gagfah.com R.C.S. Luxembourg B 109.526 This announcement is for information purposes and is not intended to constitute, and should not be construed as an offer to sell or a solicitation to buy or subscribe to any securities, and the offer of GAGFAH S.A. shares does not constitute a public offer in any jurisdiction. Any public offer of securities would be made by means of a prospectus that contains detailed information about GAGFAH S.A., including financial statements. In accordance with the Prospectus Directive (2003/71/EC, as amended by Directive 2010/73/EU), no prospectus is required in connection with the issuance of securities described in this announcement. A prospectus will not be published in connection with the bookbuild. Neither this announcement nor the information contained in it may be taken, transmitted or distributed directly or indirectly into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia). The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in or into the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this announcement nor the information contained herein constitutes or forms part of an offer of securities for sale or the solicitation of an offer to buy securities in the United States of America or in any other jurisdiction. There will be no public offer of any securities in the United States or in any other jurisdiction. This announcement includes statements that are, or may be deemed to be, forward-looking statements. Any forward-looking statements are subject to risks relating to future events and assumptions relating to GAGFAH's business. No assurances can be given that the forward-looking statements in this announcement will be realized. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise. 09.07.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English Company: GAGFAH S.A. 2-4, rue Beck 1222 Luxemburg Grand Duchy of Luxembourg Phone: + 352 266 366 1 Fax: + 352 266 366 01 E-mail: info@gagfah.com Internet: www.gagfah.com ISIN: LU0269583422, LU0269583422 WKN: A0LBDT Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service
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THIS ANNOUNCEMENT MAY NOT BE PUBLISHED, TRANSMITTED OR DISTRIBUTED IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN OR INTO ANY JURISDICTION WHERE DOING SO WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. 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. Ad hoc Release: July 9, 2013 GAGFAH S.A. 2-4, rue Beck L-1222 Luxembourg ISIN: LU0269583422 Frankfurt Stock Exchange (Ticker Symbol: GFJ) Regulated Market (Prime Standard) GAGFAH intends sale of treasury shares and increase of capital / Fortress intends reduction of shareholdings in GAGFAH - GAGFAH intends to sell a total of 20,000,000 shares consisting of - 9,500,000 new shares under its authorized capital and - 10,500,000 existing treasury shares - Fortress intends to sell 20,000,000 GAGFAH shares which, assuming the full number is sold, would reduce its shareholdings in GAGFAH to below 50% - The net proceeds from the offering of the new shares and the treasury shares will allow GAGFAH to pursue additional value enhancing capex projects and further optimize its capital structure Today, GAGFAH S.A. ('GAGFAH' or the 'Company') resolved, subject to completion, to proceed with a capital increase and issue 9,500,000 new shares (4.6% of the current share capital) against cash contributions and under exclusion of shareholders' preferential subscription rights. The successful completion of this transaction and full issuance of the new shares will increase the Company's share capital to EUR 269,940,694. Additionally, GAGFAH intends to sell 10,500,000 existing shares (5.1% of GAGFAH's current share capital) from its treasury shares. Various entities managed by Fortress Investment Group LLC (together 'Fortress') intend to sell 20,000,000 GAGFAH shares, which, assuming the full number is sold, would reduce the Fortress-managed shareholdings in the Company to below 50% (on a diluted basis assuming the issuance of 9,500,000 new shares pursuant to the capital increase). GAGFAH intends to use approximately two-thirds of the net proceeds from the offering of the new shares and treasury shares towards optimizing its capital structure through, among other things, the repayment of certain higher interest-bearing loans and the remaining one-third of the net proceeds for value enhancing capex projects. GAGFAH will not receive any proceeds from the sale of shares by Fortress entities. The final size and pricing of the transaction will be determined by way of an accelerated bookbuilding process. The shares will be offered to qualified investors only. Both GAGFAH and Fortress have agreed to a lock-up of 120 days as of the closing of the transaction. It is expected that the new shares will be admitted to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Prime Standard) on or around 11 July 2013 and that commencement of trading will take place on or around 12 July 2013. Contact GAGFAH S.A. Investor Relations 2-4, rue Beck L-1222 Luxembourg Tel.: +352 266 366 21 Mail: rhoffmann@gagfah.com www.gagfah.com R.C.S. Luxembourg B 109.526 This announcement is for information purposes and is not intended to constitute, and should not be construed as an offer to sell or a solicitation to buy or subscribe to any securities, and the offer of GAGFAH S.A. shares does not constitute a public offer in any jurisdiction. Any public offer of securities would be made by means of a prospectus that contains detailed information about GAGFAH S.A., including financial statements. In accordance with the Prospectus Directive (2003/71/EC, as amended by Directive 2010/73/EU), no prospectus is required in connection with the issuance of securities described in this announcement. A prospectus will not be published in connection with the bookbuild. Neither this announcement nor the information contained in it may be taken, transmitted or distributed directly or indirectly into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia). The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in or into the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this announcement nor the information contained herein constitutes or forms part of an offer of securities for sale or the solicitation of an offer to buy securities in the United States of America or in any other jurisdiction. There will be no public offer of any securities in the United States or in any other jurisdiction. This announcement includes statements that are, or may be deemed to be, forward-looking statements. Any forward-looking statements are subject to risks relating to future events and assumptions relating to GAGFAH's business. No assurances can be given that the forward-looking statements in this announcement will be realized. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise. 09.07.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English Company: GAGFAH S.A. 2-4, rue Beck 1222 Luxemburg Grand Duchy of Luxembourg Phone: + 352 266 366 1 Fax: + 352 266 366 01 E-mail: info@gagfah.com Internet: www.gagfah.com ISIN: LU0269583422, LU0269583422 WKN: A0LBDT Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service
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