Arcandor AG

  • WKN: 627500
  • ISIN: DE0006275001
  • Land: Germany

Nachricht vom 25.11.2004 | 20:34

KarstadtQuelle AG: Understanding reached with dissenting shareholders

Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.

----- NOT FOR THE DISTRIBUTION IN THE USA Understanding reached with dissenting shareholders Essen, 25 November. KarstadtQuelle AG has come to an agreement with the shareholders who dissented from the resolution on the capital increase passed at the last general meeting of shareholders. The agreements reached at the meeting are set out conclusively below. The shareholders had objected, amongst other things, that the information given at the general meeting with regard to the capital increase was inadequate and contradictory. Criticism was levelled in particular at the fact that the contents of the report by Roland Berger on the reconstruction concept had not been disclosed to shareholders. The shareholders had objected, amongst other things, that the information given at the general meeting with regard to the capital increase was inadequate and contradictory. Criticism was levelled in particular at the fact that the content of the report by Roland Berger on the reconstruction concept had not been disclosed to shareholders for inspection. The shareholders also objected that the planned minimum issue price of 4.00 EUR per share is unacceptably low. This would lead to shareholders not participating in the capital increase, being considerably diluted in a worst case, due to the necessity of a further capital increase from the approved capital. With regard to the group auditor BDO, which has audited the company continuously for 72 years, doubts were expressed that the risks existing for KarstadtQuelle AG within the framework of the annual account audit for the last financial year have been sufficiently assessed and reflected in the report. The Management Board of KarstadtQuelle has noted the dissenting shareholders' criticisms and shows understanding for their point of view. It says that the objections raised by the shareholders represent an acceptable and normal concern for shareholders' interests. It regrets the defamatory assertions put about in the Press by some Supervisory Board members with regard to these shareholders, which had neither been agreed with the Supervisory Board nor represent the view of the company. In this connection appropriate restraining orders were issued with regard to these shareholders. The shareholders point out in this regard that precisely these trade-union-affiliated persons have also been members of the Supervisory Board for many years and to this extent have had the opportunity to influence the causes that have led to the company's present situation. In order to take the concerns expressed by the shareholders into consideration and as far as possible to allay them, the following points were agreed with the shareholders: 1. The company will quickly issue additional information about the Roland Berger report, excluding any passages of a confidential nature. The scope of this additional information has been agreed between the parties involved. This will be made accessible on request to all shareholders who can prove their shareholder status. 2. The Management Board has undertaken to ensure that the issue price of the new shares will not fall below the amount of 5.38 EUR so that at least 500 mill. EUR will accrue to the company without an additional further capital increase. This will enable any further dilution by a further capital increase from approved capital to be avoided. 3. The Management Board will present in the 2004 Annual Report a detailed risk report which goes into the causes of the crisis that the company finds itself in at present. This report will explain the resulting necessary changes in the company's internal monitoring system and the point reached in the implementation of these measures and describes the reasons why the company's present situation was not already identifiable in the auditor's risk report from February 2004 and before the last ordinary general meeting of shareholders in May 2004. 4. Moreover, the shareholders will be kept informed about the position reached by the reconstruction measures and the progress made with them. 5. The Management Board noted the demand that BDO be replaced as group auditor and will pass this on to the Supervisory Board so that the Supervisory Board can take the dissenting shareholders' criticism into account when reaching a decision on the choice of group auditor. In the light of these agreements the dissenting shareholders declared that no further legal measures against the resolution on the capital increase would result from their formally registered objection. The foregoing agreements are complete; no collateral agreements have been reached. No special advantages and/or cost refunds were conceded or even demanded by the dissenting shareholders at any time. KarstadtQuelle AG has undertaken to publish this declaration in all obligatory publications of the Frankfurt Stock Exchange, with exception of the Frankfurter Allgemeine Zeitung. The Management Board now assumes that the capital increase can go ahead as planned. Essen, 25.11.2004 The Management Board = = = This announcement neither constitutes a sales offer nor is it an invitation to subscribe to any shares. Offers are made solely on the basis of a prospectus. The offering prospectus will be available from the end of November 2004 from the underwriting banks and all German stock exchanges. This announcement neither constitutes a sales offer nor is it an invitation to subscribe to any shares in the United States. KARSTADT QUELLE AG shares (hereinafter "shares") may not be offered or sold in the US or to US citizens or on their behalf (in accordance with Regulation S of the American Securities Act of 1933 as defined in the relevant version (hereinafter "Securities Act")) unless they are registered or exempted from registration in accordance with the Securities Act. In accordance with the Securities Act, the shares are not and will not be registered. A share offer in the US is only possible on the basis of a prospectus and detailed information about KARSTADT QUELLE AG as well as its management and its annual accounts. end of ad-hoc-announcement (c)DGAP 25.11.2004
----- WKN: 627500; ISIN: DE0006275001; Index: MDAX Listed: Amtlicher Markt in Berlin-Bremen, Düsseldorf, Frankfurt (Prime Standard), Hamburg, Hannover, München und Stuttgart 252034 Nov 04

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