Borussia Dortmund GmbH & Co. KGaA: Release according to Article 26, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
May 31, 2012 9:57 AM
Borussia Dortmund GmbH & Co. KGaA 31.05.2012 09:57 Dissemination of a Voting Rights Announcement, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- On May 29th, 2012 Ballspielverein Borussia 09 e.V. Dortmund, Dortmund, Germany, has given us notice pursuant to section 27a of German Securities Trading Act (WpHG) as follows: 'Reference is made to our notice pursuant to section 21 para. 1 and section 22 para. 2 of German Securities Trading Act (WpHG) as of today according to which we gave notice that the share of Ballspielverein Borussia 09 e.V. Dortmund (hereinafter 'Club') has exceeded the thresholds of 10 % and 15 % of the voting rights of Borussia Dortmund GmbH & Co. KGaA, Rheinlanddamm 207-209, 44137 Dortmund, Germany (hereinafter 'BVB-KGaA'), on May 25th, 2012 and on that day amounted 18.79 % of the voting rights (11,539,909 shares/voting rights); whereby Club directly holds 7.24 % of the votings rights (4,448,000 shares/voting rights) and further 11.55 % of the votings rights (7,091,909 shares/voting rights) have to be attributed to Club pursuant to section 22 para. 2 WpHG in its entirety from Bernd Geske, Germany. This attribution refers to a shareholder voting agreement concluded by and between Club and Bernd Geske with a minimum term until midyear 2017. Essential parts of this agreement are a contractual voting commitment of Bernd Geske in favour of Club regarding the voting rights in BVB-KGaA and a mutual obligation to inform and consult each party regarding any change of their shares in BVB-KGaA. Having said this, we hereby give notice pursuant to section 27a WpHG as follows: − The investment, i.e. the share of Club in BVB-KGaA as well as the conclusion of the aforesaid shareholder voting agreement, is used to implement strategic objectives and achievement of Club's purpose and tasks. − The Club does intend to obtain further voting rights by acquisition or any other way within the next twelve months. − The Club does not intend to influence the composition of the issuers' management or supervisory board of BVB-KGaA. The Club has already influence as sole shareholder of the general partner of BVB-KGaA which is the Borussia Dortmund Geschäftsführungs-GmbH. − The Club does not intend to change the capital structure of the company, especially with regards to the ratio of internal/outside financing and the dividend policy. − Regarding the source of funds we confirm that the Club has acquired all shares which are directly hold by Club with total (100%) own resources and that, moreover, we did not expend any resources for the shares which have to be attributed to us from Bernd Geske. As mentioned above the attribution refers to a shareholder voting agreement concluded by and between Club and Bernd Geske. Dortmund, May 31st, 2012 Borussia Dortmund GmbH & Co. KGaA Borussia Dortmund Geschäftsführungs-GmbH 31.05.2012 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Borussia Dortmund GmbH & Co. KGaA Rheinlanddamm 207 - 209 44139 Dortmund Germany Internet: www.borussia-aktie.de End of Announcement DGAP News-Service ---------------------------------------------------------------------------