Duisburg, May 26, 2011 - The Management Board of Klöckner & Co SE, with the consent of the Supervisory Board, decided today to carry out a capital increase from authorized capital. The Company’s share capital is to be increased by EUR 83,125,000 from EUR 166,250,000 to EUR 249,375,000. The capital increase will be effected through the issue of 33,250,000 no-par value shares with a calculated pro rata share of the capital stock of EUR 2.50 per share and full dividend entitlement as of January 1, 2011.
The issue price for the new shares amounts to EUR 15.85 per share, resulting in gross issue proceeds of approximately EUR 527 million.
Klöckner & Co intends to use the proceeds of the offering, together with its current cash and future cash flow from operations, primarily to continue to pursue investment opportunities in its business, and for general corporate purposes. The Company expects investment opportunities to include acquisitions of other metal distributors and steel service centers, with the goal of expanding the customer base and regional product portfolios in existing and new markets.
Following the approval of the securities prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), which is expected for today, the new shares will be offered to Klöckner & Co shareholders for subscription at a ratio of 2 : 1; i.e. for 1 old share shareholders receive 1 subscription right. 2 subscription rights entitle a holder to subscribe for 1 new share.
The subscription rights may be exercised during the period from May 27, 2011, through June 9, 2011. They will be traded in the regulated market of the Frankfurt Stock Exchange during the period from May 27, 2011, through June 7, 2011.
This announcement does not constitute an offer to sell or the solicitation of an offer to purchase the shares or any other securities of Klöckner & Co SE. Any offering of such shares will, subject to approval from the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), be made on the basis of a prospectus yet to be published.
This document is not an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. The shares of Klöckner & Co SE (the "Shares") and subscription rights in respect of the Shares may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an applicable exemption from such registration. The Shares and subscription rights in respect of the Shares have not been and will not be registered under the Securities Act.
The subscription rights in respect of the Shares may be exercised in the United States only by qualified institutional buyers as defined in and in reliance on Rule 144A under the Securities Act. Each person located in the United States who exercises subscription rights will be required to provide certain written representations and warranties to this effect.
Issuer: Klöckner & Co SE, Am Silberpalais 1, D 47057 Duisburg
ISIN: DE000KC01000; WKN: KCO0100, Common Code: 025808576.
Listed: Regulierter Markt / Prime Standard; Frankfurter Wertpapierbörse
Further information can be obtained on the webpage of Klöckner & Co: www.kloeckner.de
Dr. Thilo Theilen - Head of Investor Relations & Corporate Communications