Ultrasonic AG: Ultrasonic AG offers profit participation to shareholders

Ultrasonic AG  / Key word(s): AGM/EGM/Dividend

18.05.2012 12:02

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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- Shareholders to receive one bonus share per 13 existing shares
- Ultrasonic AG will offer buy-back of bonus shares to shareholders

Cologne, 18 May 2012 - At the annual general meeting (AGM) on 6 July 2012,
the Management Board and Supervisory Board of Ultrasonic AG will be
proposing that, instead of paying a dividend, the company should apply a
method that essentially places shareholders in the same situation
economically as if they received a dividend payment ('profit
participation').

To this end, they will propose a capital increase out of company funds,
with each shareholder receiving one new no-par share (bonus share) for
every 13 existing shares. The company will then make a public tender offer
to all shareholders to buy back the bonus shares. The purchase offer will
be restricted to the bonus shares. Restricting the share buy-back to the
bonus shares is designed to ensure that from the shareholders' viewpoint
the economic position is as close as possible to a dividend payment. The
purchase price for the bonus shares under the tender offer may not be more
than 5% above or below the volume-weighted average trading price of
Ultrasonic shares in Xetra trading on the last five trading days before the
date on which the offer is published. The maximum price is EUR 9.00 per
bonus share.

Shareholders, who intend to accept the proposed tender offer, would realize
a calculated profit participation of about EUR 0.62 to EUR 0.69 per share,
based on a potential buy-back price within a range between EUR 8.00 and EUR
9.00.

With regard to the volume of the proposed public tender offer to the
shareholders, it should be noted that the major shareholder has given the
company a binding legal undertaking not to sell any shares into the offer.


Contact:
Chi Kwong Clifford Chan
Member of the Management Board and CFO
Email: clifford.chan@suoli.cc
Phone +86 1525 947 9902 (China)
Phone +852 966 227 40 (Hong Kong)


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Information and Explaination of the Issuer to this News:

Information and Explaination of the Issuer to this News:

Shareholders will be free to decide whether or not to take up this tender
offer. Shareholders who do not accept the offer simply keep the bonus
share(s).

Through the implementation of this profit participation approach,
Ultrasonic AG aims to bring different shareholder interests into harmony.
The company also intends to apply this concept in subsequent years,
provided that the very different preferences of shareholders, for shares on
one hand and to pay out earnings on the other hand, still persist in the
future.
 
The full notice of the AGM will be published by Ultrasonic AG in the next
few days.

 

About Ultrasonic
The Cologne based Ultrasonic AG is the German holding of the Chinese
Ultrasonic-Group, an established manufacturer and provider of high quality
branded urban footwear. With almost 1,400 employees the Group operates in
three market segments, each of which contributing about a third to the
Group's revenue. Ultrasonic produces sandals and slippers for the upper
price segment and is a long-term supplier of shoe soles for leading
manufacturers of the booming Chinese sport shoe industry such as Anta, Xtep
and Unisuper. Moreover, the Company has successfully established its own
'Urban Footwear' collection which is marketed under the brand ULTRASONIC
and specifically designed to the needs and taste of the growing urban
middle class. Ultrasonic's branded urban footwear collection is currently
marketed in more than 90 Ultrasonic mono-label shops, that realize selling
prices in a range from RMB 400 to 1,200 per pair, which is equivalent to
approx. EUR 50 to 140. Within the last three years Ultrasonic's business
had a compounded annual growth rate of more than 34.4 percent. In FY2011,
the Company generated total revenues of EUR 119.4 million and achieved a
net profit of EUR 24.9 million.

For further information about the company visit: www.ultrasonic-ag.de

Disclaimer:

This document is no offer for the purchase of securities in the United
States of America. Securities may only be sold or offered for sale with the
previous registration under the U.S. Securities Act of 1933 in the actual
valid version or without previous registration only pursuant to an
exemption. The shares of Ultrasonic AG (the 'Shares') have not been
registered under the U.S. Securities Act of 1933 in the actual valid
version and may not be sold or offered in the United States.
This document is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) to investment
professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (iii)
high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as 'relevant persons'). The Shares,
which are referred to, are only available to relevant persons and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire
such securities will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on this document or any
of its contents.

18.05.2012 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:      Ultrasonic AG
              c/o BPG Beratungs- und Prüfungsgesellschaft mbH,
Graf-Adolf-Platz 12
              40213 Düsseldorf
              Germany
Phone:        +49 (0)211 172 980; +86 1525 947 9902 (China); +852 966 227
40 (Hong Kong)
Fax:          +49 (0)211 172 9829
E-mail:       clifford.chan@suoli.cc
Internet:     www.ultrasonic-ag.de
ISIN:         DE000A1KREX3
WKN:          A1KREX
Indices:      CDAX, Classic All Share, DAXsector All Consumer, DAXsector
              Consumer, DAXsubsector All Clothing & Footwear, DAXsubsector
              Clothing & Footwear, Prime All Share
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in Berlin, Düsseldorf, Stuttgart
 
End of Announcement                             DGAP News-Service
 
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