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Munich, 11 December 2013 – The Management Board of Allgeier SE (ISIN DE0005086300, WKN 508630) with consent of the Supervisory Board today resolved to sell up to 450,000 treasury shares (corresponding to up to 5% of the Company’s share capital) on the basis of the authorisation granted by the Annual General Meeting on 17 June 2010. The sale will be carried out through an ‘Accelerated Bookbuilding’ process, in which the shares are offered in a private placement to qualified institutional investors in Germany and Europe.
As part of share buyback programmes during the period of 2009 through 2013, Allgeier SE has purchased a total of 760,493 shares corresponding to app 8% of the share capital.
Through the placement, the free float of Allgeier SE will increase to up to 56.4%.
The proceeds from the transaction will be used to further increase the capital structure and for general corporate purposes.
Not for distribution in the United States, Canada, Australia or Japan:
This publication is not for publication or distribution, directly or indirectly, in or into the United States. This publication does not constitute or form part of an offer of securities for sale or solicitation of an offer to purchase securities Allgeier SE in Germany, the United States, Canada, Australia, Japan or in any other jurisdiction where such offer may be restricted. The securities referred to in this publication have not been, and will not be, registered under the US Securities Act of 1933, as amended (the ‘Securities Act’), and may not be offered or sold in the United States or to or for the account or benefit of US persons (as such term is defined in Regulation S under the Securities Act), except on the basis of an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act.
In the United Kingdom, this communication is directed only at persons who: (i) are qualified investors within the meaning of the Financial Services and Markets Act 2000 (as amended) and any relevant implementing measures and/or (ii) have professional experience in matters relating to investments who fall within the definition of ‘investment professionals’ contained in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the ‘Order’), or are persons falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or fall within another exemption to the Order (all such persons referred to in (i) to (ii) above together being referred to as ‘Relevant Persons’). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication 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.