Borussia Dortmund GmbH & Co. KGaA implements a capital increase excluding shareholders' subscription rights - Evonik Industries AG acquires 9 percent of Borussia Dortmund and extends main sponsor agreement

Borussia Dortmund GmbH & Co. KGaA  / Key word(s): Capital Increase

27.06.2014 10:43

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

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The Executive Board of Borussia Dortmund Geschäftsführungs-GmbH, which
company is acting as the general partner of Borussia Dortmund GmbH & Co.
Kommanditgesellschaft auf Aktien (Partnership Limited by Shares -
hereinafter: "the Company"), has, on today's date and with the approval of
the Supervisory Board which was granted on this same day, decided to
increase the Company's capital stock in return for cash contribution,
excluding the subscription rights of the limited shareholders. The capital
increase is based upon a resolution of the shareholders' meeting which, on
30 November 2010, had authorised the general partner to resolve a capital
increase which has now decided to make partial use of the authorisation
established by the respective shareholders' resolution.

The Company's stock capital, which presently amounts to 61,425,000.00 EUR,
consisting of 61,425,000 non-par value bearer shares, will be increased by
an amount of 6,120,011.00 EUR by issuing 6,120,011 new non-par value bearer
shares for an issue price of 4.37 EUR per new share. This issue price
conforms to the unweighted average closing rate for one share noted at the
Exchange Electronic Trading ("Xetra-Handel") at the Frankfurt Stock
Exchange as of the last five trading days prior to today's date, minus 5
per cent of the stock exchange price so determined. The new shares will be
entitled to a share in profits from the beginning of the Company's business
year 2014/2015 (commencing 1 July 2014) on, while they are not entitled to
a share in profits as regards the Company's business year 2013/2014.

The right to subscribe for the share issues and to receive the new shares
has been granted to Evonik Industries AG, Essen, Germany ("Evonik"), and
Evonik has undertaken to subscribe for such shares. All further steps to
give effect to such capital increase are now being taken. Once the capital
increase has been performed, entered in the Commercial Register and thus
become effective, the Company's stock capital will have been increased to a
total of 67,545,011.00 EUR. Evonik will then be the Company's second
largest shareholder with a voting interest of app. 9.06 percent of the
Company's increased stock capital.

The background of Evonik taking such shareholder's position is the
prolongation of the main sponsor agreement which had been in effect since
March 2006 and was going to expire at the end of the 2015/2016 football
season. Evonik and the Company have agreed upon such extension today, so
that the main sponsor agreement will now be in effect until the end of the
2024/2025 season. Evonik is seeking to cement and generally promote its
sponsor relationship and further develop its brand partnership. Both,
Evonik and the Company, thus create a solid basis for further economical
and sporting success also on an international level.

The Company is intending to use the gross proceeds of the issue of new
shares, amounting to 26,744,448.07 EUR, for the consolidation of its equity
base and for creating the option to finance growth accelerating investments
without the need to take borrowings. After the capital increase has become
effective, the Company still will have authorised capital totalling to
24,592,489.00 EUR available for future capital increases. The Executive
Board plans to use the remaining authorised capital or a portion thereof -
foreseeably within the first quarter of its business year 2014/2015 (i.e.
between 1 July 2014 and 30 September 2014) - for the purpose of performing
a corporate action allowing its limited shareholders to acquire new shares.
In this context, the Executive Board will continue its exploratory
discussions with companies that have an interest in a strategic partnership
(see the Company's ad-hoc-disclosure of 6 June 2014).

Dortmund, 27 June 2014

Borussia Dortmund GmbH & Co. KGaA
Borussia Dortmund Geschäftsführungs-GmbH


27.06.2014 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:      Borussia Dortmund GmbH & Co. KGaA
              Rheinlanddamm 207 - 209
              44137 Dortmund
              Germany
Phone:        0231/ 90 20 - 2746
Fax:          0231/ 90 20 - 852746
E-mail:       [email protected]
Internet:     www.bvb.de/aktie // www.aktie.bvb.de
ISIN:         DE0005493092
WKN:          549309
Indices:      SDAX
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in Berlin, Düsseldorf, Hamburg, München, Stuttgart
 
End of Announcement                             DGAP News-Service
 
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