Biotest AG: Biotest AG has resolved to utilise its authorised capital with subscription rights for existing shareholders
Biotest AG / Key word(s): Capital Increase
10.06.2013 07:52
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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Ad-hoc RELEASE
Announcement according to § 15 Sec. 1 Securities Trading Act (WpHG)
Biotest AG has resolved to utilise its authorised capital with subscription
rights for existing shareholders
Dreieich, 10 June 2013 - The management board and supervisory board of
Biotest AG have resolved today to increase the share capital of Biotest AG
(the 'Company') from EUR 30,025,152.00 by up to EUR 3,742,487.04 to up to
EUR 33,767,639.04, by utilising the Company's authorised capital. Up to
1,461,909 new no-par value preferred bearer shares (shares without nominal
value) will be issued representing a notional interest of EUR 2.56 in
Biotest AG and carrying full dividend rights from 1 January 2013 ('New
Shares').
The New Shares will be offered to the shareholders of Biotest AG at a ratio
of 8 to 1 by way of indirect subscription rights. Biotest AG has instructed
equinet Bank AG, Frankfurt, to execute the capital increase. In order to
increase the Company's free float and the liquidity of the preferred
shares, the shareholders OGEL GmbH and Kreissparkasse Biberach/special
funds of Kreissparkasse Biberach have undertaken to transfer their
respective subscription rights relating to New Shares to equinet Bank AG to
carry out a pre-placement of the New Shares (as defined below). The
assigned subscription rights entitle the holder to subscribe for a total of
approx. 598,000 New Shares.
equinet Bank AG will offer prior to the beginning of the subscription
offer, presumably in the period from 10 June 2013 to 11 June 2013, all New
Shares by means of a bookbuilding procedure to qualified investors in
Germany and in Europe ('Pre-Placement '). 59 per cent. of the New Shares
offered in the Pre-Placement will be subject to a claw-back in case of an
exercise of subscription rights by those existing shareholders which have
not transferred their subscription rights to equinet Bank AG. The offer
price determined by means of the Pre-Placement will correspond to the
subscription price for the subscription offer. The subscription price will
be at least EUR 50.00 and EUR 52.50 at the most.
The subscription period is expected to begin on 12 June and to end on 25
June 2013 (inclusive). An organised trading in the subscription rights is
not planned. Further information can be obtained from the subscription
offer which is expected to be published on 11 June 2013 in the Federal
Gazette (elektronischer Bundesanzeiger) and on the Company's website.
The gross proceeds of the Company will amount to approximately EUR 75
million assuming the placement of the maximum number of New Shares at a
subscription price at the mid-point of the price range. The Company plans
to use the net proceeds from the capital increase to finance its growth
strategy, in particular to increase its production capacities at its
central manufacturing site in Dreieich, Germany.
Biotest Aktiengesellschaft
The Management Board
Biotest AG
Landsteinerstr. 5
D-63303 Dreieich
Germany
www.biotest.de
ISIN: DE0005227235; DE0005227201
WKN: 522723; 522720
This publication constitutes neither an offer to sell nor a solicitation to
buy or subscribe to securities. A possible subscription offer will be made
solely on the basis of the securities prospectus to be published once
approved by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin).
The information legally required to be provided to investors is contained
only in the securities prospectus. The securities prospectus will be
available free of charge on the internet at the website of the issuer
(www.biotest.de) and during normal business hours at the issuer, on a date
to be determined.
The information contained herein is not for distribution, directly or
indirectly, in or into the United States of America and must not be
distributed to U.S. persons (as defined in Regulation S of the U.S.
Securities Act of 1933, as amended ('Securities Act')) or publications with
a general circulation in the United States of America. This publication
constitutes neither an offer to sell nor a solicitation to buy or subscribe
to securities in the United States of America. The securities have not been
and will not be registered under the Securities Act and may not be offered
or sold in the United States of America absent registration or an exemption
from registration under the Securities Act. The Issuer does not intend to
register any portion of the offering in the United States of America or to
conduct a public offering of the securities in the United States of
America.
This publication is only addressed to and directed at persons in member
states of the European Economic Area who are 'qualified investors' within
the meaning of Article 2(1)(e) of the Prospectus Directive (Directive
2003/71/EC as amended) ('Qualified Investors'). In addition, in the United
Kingdom, this publication is being distributed only to, and is directed
only at, Qualified Investors who (i) are persons who have professional
experience in matters relating to investments falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the 'Order'), (ii) are high net worth entities falling
within Articles 49(a) to (d) of the Order, or (iii) other persons to whom
it may otherwise lawfully be communicated (all such persons together being
referred to as 'relevant persons'). Any investment or investment activity
to which this publication relates is only available to and will only be
engaged in with (i) in the United Kingdom, relevant persons, and (ii) in
any member state of the European Economic Area other than the United
Kingdom, Qualified Investors. Any other persons who receive this
publication in the European Economic Area should not rely on or act upon
it.
The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States of America, Canada,
Japan or Australia.
Disclaimer
This document contains forward-looking statements on overall economic
development as well as on the business, earnings, financial and assets
position of Biotest AG and its subsidiaries. These statements are based on
current plans, estimates, forecasts and expectations of the company and are
thus subject to risks and elements of uncertainty that could result in
significant deviation of actual developments from expected developments.
The forward-looking statements are only valid at the time of publication.
Biotest does not intend to update the forward-looking statements and
assumes no obligation to do so.
About Biotest
Biotest is a provider of plasma proteins and biotherapeutic drugs. With a
value added chain that extends from pre-clinical and clinical development
to worldwide sales, Biotest has specialised primarily in the areas of
clinical immunology, haematology and intensive medicine. Biotest develops
and markets immunoglobulins, coagulation factors and albumins based on
human blood plasma. These are used for diseases of the immune and
haematopoietic systems. In addition Biotest develops monoclonal antibodies
in the indications of rheumatoid arthritis and cancer of plasma cells,
which are produced by recombinant technologies. Biotest has about 1.800
employees worldwide. The preference shares of Biotest AG are listed in the
SDAX on the Frankfurt stock exchange.
Securities' ID No., ISIN ordinary shares: 522720, DE0005227201
Securities' ID No., ISIN preference shares: 522723, DE0005227235
Listing: Prime Standard
Open market: Berlin-Bremen, Düsseldorf, Frankfurt, Hamburg, Hannover,
München, Stuttgart
10.06.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.medientreff.de and www.dgap.de
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Language: English
Company: Biotest AG
Landsteinerstraße 5
63303 Dreieich
Germany
Phone: 0 61 03 - 8 01-0
Fax: 0 61 03 - 8 01-150
E-mail: investor_relations@biotest.de
Internet: http://www.biotest.de
ISIN: DE0005227235, DE0005227201
WKN: 522723, 522720
Indices: SDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Stuttgart
End of Announcement DGAP News-Service
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