Manz AG / Key word(s): Strategic Company Decision/Capital Increase
28.02.2016 09:41
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Manz AG plans to implement a capital increase against cash contributions
from the authorized capital, and intends to enter into a strategic
cooperation with Shanghai Electric
Reutlingen, 28 February 2016 - Manz AG Reutlingen (ISIN: DE000A0JQ5U3) and
Shanghai Electric Group Co. Ltd., domiciled in Shanghai (China), intend to
enter into a strategic collaboration in the area of energy storage, solar
technology and other automation technology areas of the Manz Group together
with a major participating interest by Shanghai Electric in Manz AG. Manz
AG Managing Board today also decided to continue the Solar CIGS technology
in line with its review of the strategic options for Solar segment.
In order to enable Shanghai Electric to acquire a participating interest
and to strengthen the financial performance, Manz AG plans to increase the
company's capital stock by approximately 43% against cash contributions
(corresponds to approximately 29.9% after the capital increase) by issuing
new shares from the authorized capital with the inclusion of the
shareholders' subscription rights. The publication of a securities
prospectus, which requires the approval of the German Financial Services
Regulator BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht), and the
subscription offer to the shareholders is expected to take place during the
first six months of 2016 once all preparations have been completed.
Against this background, today Manz AG and Shanghai Electric concluded an
agreement (Investment and Backstop Agreement), according to which a
subsidiary of Shanghai Electric will acquire those shares from the planned
capital increase that are not subscribed by the shareholders at the
subscription price. Shareholders Dieter Manz and Ulrike Manz, who currently
own 35.2% and 3.8% of the company, will not exercise their subscription
rights. The subscription price for the new shares must be set as close as
possible to the market, up to a maximum of 40 euros per share. The
obligations of Shanghai Electric are conditional on, among other things,
the approval from anti-trust authorities in China and various official
approvals in China.
Dieter Manz intends to continue to hold a major participating interest in
the company, and will continue to lead the company in the capacity of Chief
Executive Officer. In this context, the Supervisory Board of the company
has appointed Dieter Manz for another five-year mandate as scheduled.
According to the Investment and Backstop Agreement, it is also planned that
Shanghai Electric can request to conclude a voting agreement following the
implementation of the capital increase or at a later date from Dieter Manz.
Accordingly, the parties would, with respect to the shares in the company
held by them, coordinate their activities regarding the exercise of their
voting rights at the company's Annual General Meeting with regard to
certain measures, in particular the appointment and dismissal of members of
the Supervisory Board. In this context, the subsidiary of Shanghai Electric
is to be entitled to a final decision right during the course of the vote,
if an agreement cannot be reached.
If the voting agreement is concluded, Shanghai Electric would likely gain
control of Manz AG in terms of section 29 (1) of the German Securities
Trading Act, since in addition to the shares acquired from the planned
capital increase, it would also be entitled to the voting rights from the
shares held by Dieter Manz. As a consequence, Shanghai Electric would be
obliged to provide the company's shareholders with an offer to purchase
their shares (mandatory offer).
As part of the Investment and Backstop Agreement, shareholder Dieter Manz
has also committed that in the event a voting agreement is concluded,
following the implementation of a mandatory offer, he will sell as many
shares to Shanghai Electric as are required to enable Shanghai Electric to
attain a 30.1% participating interest in the company through its
subsidiary. If a mandatory offer is not submitted within a year after the
capital increase, Shanghai Electric can request that Mr. Manz sells as many
shares as are required to achieve a participating interest of 29.9%.
Bankhaus Lampe is assisting the transaction in the capacity of Financial
Advisor.
Additional information:
ISIN: DE000A0JQ5U3
WKN: A0JQ5U
Ticker symbol: M5Z
Market segment: regulated market (Prime Standard) of the Frankfurt Stock
Exchange
Manz AG
Steigaeckerstrasse 5
72768 Reutlingen
Germany
This release does not constitute an offer to sell or a request to buy or
subscribe securities. The offer is submitted solely with and on the basis
of the prospectus that must be published and filed with the Bundesanstalt
für Finanzdienstleistungsaufsicht (BaFin) and the subscription offer.
Solely the prospectus contains the information for investors that is
required in accordance with the statutory provisions. The prospectus can be
obtained from the issuer free of charge during normal business hours.
This release is not intended, either indirectly or directly, for forwarding
or distribution to or within the United States of America (including its
territories and possessions, a federal state or the District of Columbia),
and may not be distributed or forwarded to "U.S. persons" (as defined in
Regulation S of the applicable version of the U.S. Securities Act of 1933
("Securities Act"), or to publications with a general distribution in the
United States of America. This release does not constitute an offer or a
request to submit an offer to buy or acquire securities in the United
States of America, nor does it form a part of such an offer or request. The
securities are not and will not be registered according to the provisions
of the Securities Act, and may only be sold or offered for sale in the
United States of America with prior registration under the provisions of
the applicable version of the Securities Act or, in the absence of a prior
registration, on the basis of an exemption. The issuer does not intend to
register the entire or part of the share offer in the United States of
America or to implement a public offer in the United States of America.
This release does not constitute an offer to buy securities in the United
Kingdom, Canada, Japan or Australia.
< End of the Ad-hoc Announcement>
Investor Relations Contact
cometis AG
Ulrich Wiehle / Claudius Krause
Tel.: +49 (0)611 - 205855-28
Fax: +49 (0)611 - 205855-66
E-mail: krause@cometis.de
Manz AG
Axel Bartmann
Tel.: +49 (0)7121 - 9000-395
Fax: +49 (0)7121 - 9000-99
E-mail: abartmann@manz.com
28.02.2016 The DGAP 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: Manz AG
Steigäckerstr. 5
72768 Reutlingen
Germany
Phone: +49 (0) 7121 9000-0
Fax: +49 (0) 7121 9000-99
E-mail: info@manz.com
Internet: http://www.manz.com
ISIN: DE000A0JQ5U3
WKN: A0JQ5U
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart
End of Announcement DGAP News-Service
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