ROY Ceramics SE: ROY CERAMICS SE TO ISSUE 4,999,000 NEW SHARES AT EUR 1.00 PER SHARE IN CAPITAL INCREASE WITH SUBSCRIPTION RIGHTS
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Inside information according to Article 17 MAR
ROY CERAMICS SE TO ISSUE 4,999,000 NEW SHARES AT EUR 1.00 PER SHARE IN CAPITAL INCREASE WITH SUBSCRIPTION RIGHTS
München/Hungen (Germany), 1 June 2017 – The Administrative Board of ROY Ceramics SE (the “Company”, ISIN DE000RYSE888; XETRA, Frankfurt Stock Exchange: Regulated Market (Prime Standard); Vienna Stock: Unregulated Market (Third Market)) has today resolved to increase the Company’s registered share capital against contribution in cash from EUR 13,110,000.00 by EUR 4,999,000.00 to EUR 18,109,000.00 by issuing 4,999,000 new no-par value bearer shares with a notional value of EUR 1.00 (“New Shares”), making use of its authorized capital. In accordance with Sec. 1 para. 2 No. 4 of the German Securities Prospectus Act (WpPG) no prospectus will be published in connection with the transaction. The New Shares are fully entitled to dividends as of 1 January 2016 and subscription rights are granted to existing shareholders.
Baader Bank Aktiengesellschaft, Unterschleißheim, Germany (“Baader Bank”), acting as subscription agent for the issuance of the New Shares, has committed to offer the New Shares for sale to the existing shareholders of the Company at a subscription ratio of 5:2 (indirect subscription right). That is, five existing shares entitle the shareholder to subscribe for two New Shares. The subscription price is EUR 1.00 per New Share. Shareholders may subscribe for the New Shares during the subscription period which is expected to commence on 8 June 2017 at 00:00 midnight CET and end on 22 June 2017 at 24:00 midnight CET. The subscription rights to the New Shares (ISIN: DE000RYSE1B0/ WKN: RYSE1B) will not be traded at a stock exchange.
In order to smoothen the subscription ratio, the main shareholder Hi Scene Industrial Limited has waived its subscription rights for 612,500 existing shares and has – subject to certain terms and conditions – committed itself vis-à-vis the Company and Baader Bank to acquire any New Shares not subscribed for by existing shareholders or other investors in connection with the rights offering at the subscription price (backstop commitment).
For further details on the capital increase with subscription rights, please see the subscription offer which is expected to be published in the German Federal Gazette on 7 June 2017 and on the website of ROY Ceramics SE (https://www.roykeramik.de/en.html).
The Company intends to use the proceeds from the capital increase primarily to finance the establishment of new production facilities in the United States of America.
This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of ROY Ceramics SE in the United States or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities of ROY Ceramics SE may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The securities of ROY Ceramics SE have not been, and will not be, registered under the Securities Act.
This release contains certain forward-looking statements concerning the future business of ROY Ceramics SE. These forward-looking statements contained herein are based on the current expectations, estimates and projections of ROY Ceramics SE management as of the date of this release. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors. Should actual conditions differ from the Company’s assumptions, actual results and actions may differ materially from any future results and developments expressed or implied by such forward-looking statements. Considering the risks, uncertainties and other factors involved, recipients should not rely unreasonably upon these forward-looking statements. ROY Ceramics SE has no obligation to periodically update any such forward-looking statements to reflect future events or developments.
End of inside information
ROY CERAMICS SE
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Phone: +49 (0)69 710455155
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