NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR
AUSTRALIA
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Large majority of shareholders endorse the issue of new
shares
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Capital increase to improve equity structure
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Clear agreement on all other items on the agenda as
well
Earlier today, the Annual General Meeting of Heidelberger
Druckmaschinen AG (Heidelberg) for financial year 2009/10 approved
the subscription rights issue to increase the company's capital
proposed by the Supervisory Board and Management Board. The
proposal was passed by around 97 percent of the votes cast, with
approx. 49 percent of voting capital represented at the meeting.
This decision lays the foundation for the capital increase planned
for the coming months in the form of a subscription rights issue
for all shareholders. Further details will be released shortly
before the capital increase is implemented. The other proposals put
forward by the management were also passed by the vast majority of
shareholders.
"We are extremely pleased that our shareholders have approved
the proposals made at the Annual General Meeting. This is a ringing
endorsement of our strategy, which we will carry forward in full to
get Heidelberg back on track for success as quickly as possible,"
declared Bernhard Schreier, Heidelberg Chief Executive Officer.
Heidelberg aims to use the capital increase to reduce its
borrowing and strengthen its capital structure. The anticipated
funds are therefore to be used for the proportionate repayment of
the bank loans from the package that was put together to
restructure the Group's financing in June/August 2009. In the
medium term, the company is also seeking to achieve a capital
structure that the capital markets consider meets investment grade
criteria.
"The capital increase gives us greater flexibility to secure
sustainable and independent financing for Heidelberg on the capital
markets," explained Dirk Kaliebe, the company's Chief Financial
Officer. "It will play a crucial role in helping to create added
value and secure the future of our company. Shareholders,
customers, and employees will all benefit equally from this."
The capital increase is intended to raise the company's
share capital by up to 156,086,868 new shares against cash
contributions. The final number of new shares will depend on the
subscription price per share, the aim being to generate gross
proceeds of some EUR 420 million. The subscription price is still
to be set by the Management Board, with the approval of the
Supervisory Board, under consideration of the current market
situation at the time, and factoring in an appropriate risk-related
reduction for the subsequent placement.
The Annual General Meeting for financial year 2009/2010 was
held at the Congress Center Rosengarten in Mannheim, Germany, and
was attended by around 1,700 shareholders. During the AGM, the
Management Board also reviewed the financial statements for the
past financial year (April 1, 2009 to March 31, 2010), and
presented the company's strategy and realignment.
This communication constitutes neither an offer to sell nor a
solicitation to buy or subscribe for securities. Any such offer
will be made solely on the basis of the Securities Prospectus to be
published and registered with the German Financial Supervisory
Authority (BaFin). The information legally required to be provided
to investors is contained only in the Securities Prospectus.
The information contained in this communication is not for
distribution, directly or indirectly, in or into the United States
of America (including its territories and possessions of any State
of the United States of America or the District of Columbia) and
must not be distributed to U.S. persons (as defined in Regulation S
under the U.S. Securities Act of 1933, as amended ("Securities
Act")) or publications with a general circulation in the
United States of America. This communication is not an offer of
securities for sale in the United States of America. The securities
have not been and will not be registered under the Securities Act
and may not be offered or sold in the United States of America
absent registration or an exemption from registration under the
Securities Act. Heidelberg Druckmaschinen AG does not intend to
register any portion of the offering in the United States of
America or to conduct a public offering of the securities in the
United States of America.
This communication is not an offer of securities for sale in
the United Kingdom, Canada, Japan or Australia.
For further information:
Heidelberger Druckmaschinen AG
Investor Relations
Andreas Trösch
Tel: +49 (0)6221- 92 6020
Fax: +49 (0)6221- 92 5189
E-mail:
Andreas.Troesch@Heidelberg.com
Heidelberger Druckmaschinen
A technology provider and partner in the print media industry
Heidelberger Druckmaschinen AG (Heidelberg) is with its
sheetfed offset printing machines one of the leading solution
providers for the print media industry. All over the world, the
name Heidelberg is synonymous with state-of-the art technology, top
quality, and closeness to the customer. The core business of this
technology group covers the whole value-added and process chain for
the 35 x 50 cm (13.78 x 19.69 in) to 121 x 162 cm (47.64 x 63.78
in) format classes in the sheetfed offset sector.
Heidelberg develops and produces precision printing presses,
platesetters, postpress equipment, and software for integrating all
the printshop processes. Environmental protection has an enduring
importance in this regard. Solutions for the development,
production, and utilization of presses help to conserve resources,
reduce emissions, and cut wastage. The Heidelberg portfolio also
provides general and consulting services ranging from spare parts
and consumables to the sale of remarketed equipment, and training
at the Print Media Academy.
Based in Heidelberg, Germany, with development and production
sites in seven countries and around 250 sales offices across the
globe, the company supports around 200,000 customers worldwide. All
Heidelberg presses destined for the world market are manufactured
at the Wiesloch-Walldorf site in line with strict quality
standards. Standardized presses in all standard format classes and
folding machines for the Chinese market are produced by Heidelberg
in Qingpu near Shanghai.
Heidelberg presses worldwide produce high-quality print
products such as business cards, brochures, posters, and folding
cartons.
In financial year 2009/2010, Heidelberg recorded sales of EUR
2.306 billion. As at March 31, 2010, the Heidelberg Group had a
workforce of 16,496 worldwide, including 700 trainees.
Important Note
This press release contains forward-looking statements based
on assumptions and estimations by the Management Board of
Heidelberger Druckmaschinen Aktiengesellschaft. Even though the
Management Board is of the opinion that those assumptions and
estimations are realistic, the actual future development and
results may deviate substantially from these forward-looking
statements due to various factors, such as changes in the
macro-economic situation, in the exchange rates, in the interest
rates and in the print media industry. Heidelberger Druckmaschinen
Aktiengesellschaft gives no warranty and does not assume liability
for any damages in case the future development and the projected
results do not correspond with the forward-looking statements
contained in this press release.