Borussia Dortmund GmbH & Co. KGaA resolves a capital increase including subscription rights for up to app. 24.5 million new shares for a subscription price of EUR 4.66 each

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

21.08.2014 13:32

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

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NOT FOR DISTRIBUTION OR PUBLICATION IN OR FORWARDING TO THE UNITED STATES
OF AMERICA, CANADA, JAPAN OR AUSTRALIA

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, with the approval of the
Supervisory Board and making partial use of the authorisation established
by the respective shareholders' resolution, decided to increase the
Company's capital stock which presently amounts to EUR 67,545,011.00 (which
amount is represented by 67,545,011 non-par value bearer shares), by a
nominal amount of up to EUR 24,554,804.00 by way of issuing up to
24,554,804 new non-par value shares (the "New Shares"). 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. For this reason, the New Shares will be included (and thus be
equated as regards their entitlement to a share in profits) in the present
listing of the existing shares (ISIN DE0005493092) only at a later date
which will be after the next shareholders' meeting. Until then, the New
Shares are intended to be admitted and traded under a separate listing
(ISIN DE000A11QXQ6).

In order to enable the limited shareholders to exercise their subscription
rights, the New Shares will be subscribed by Close Brothers Seydler Bank AG
in Frankfurt am Main, in that bank's own name and for its own account, for
the minimal par value of EUR 1.00 each, with the bank's undertaking to
offer the New Shares to the Company's limited shareholders at a
subscription price of EUR 4.66 per share, limited to the acquisition of 4
New Shares per 11 old shares, i.e. the limited shareholders will be
entitled to purchase 4 New Shares for each eleven old shares they hold.
Such rights shall be limited to the acquisition of one or more full New
Shares and not to fragments or portions thereof. There shall be no trade in
subscription rights.

The Securities Prospectus ("Wertpapierprospekt") required for such type of
corporate action is presently being reviewed by the German Federal
Financial Supervisory Agency (Bundesanstalt für
Finanzdienstleistungsaufsicht - "BaFin") for assent. The Executive Board
expects that the assented Securities Prospectus will be published on the
Company's internet homepage (www.bvb.de/aktie) on 22 August 2014. The term
for the acceptance of the rights offer ("Acceptance Term") will be 14
calendar days and, under the assumption that it will commence on 26 August
as the day following the publication, expire on 8 September 2014. The
rights offer will exclusively be directed to the limited shareholders. The
scope of information contained in the Securities Prospectus will correspond
to the requirements established for this type of emission.

To the extent that subscription rights regarding the New Shares will not
have been exercised within the framework of the rights offer, the remaining
New Shares will be offered to individual strategic investors by way of
private placement for the fixed subscription price ("Private Placement").
Before the approvals of the Company's general partner and the supervisory
board regarding the capital increase were granted, the Company had received
binding undertakings from three investors. Within such undertakings that
cover a total of up to 17,600,000 New Shares, each of the respective
investors has unilaterally committed himself to acquire a defined number of
New Shares in the course of the capital increase. Such undertakings were
given by Puma SE with its seat at Herzogenaurach ("PUMA"), by SIGNAL IDUNA
Allgemeine Versicherung Aktiengesellschaft (a corporation of the SIGNAL
IDUNA GROUP) with its seat at Dortmund, and by Evonik Industries AG with
its seat at Essen ("Evonik").

Evonik as main sponsor, PUMA as kit supplier and SIGNAL IDUNA Holding
Aktiengesellschaft with its seat in Dortmund ("SIGNAL IDUNA") as the
sponsor of the naming rights "SIGNAL IDUNA PARK" for the stadium are the
three most important sponsors of the Company. SIGNAL IDUNA and our company
have signed today a prolongation of the sponsorship and advertising
contract regarding the naming rights for the stadium ("SIGNAL IDUNA PARK"),
which contract had been in effect since October 2005, presently with a term
until 30 June 2021; such term as well as the term of the advertising
contract regarding the "Champion-Partner"-status of SIGNAL IDUNA has now
been prolonged until 30 June 2026. The main sponsor relationship with
Evonik (which company has become a limited shareholder of the Company in
July 2014) had been prolonged until 30 June 2025 already in June 2014, and
the kit supply contract with PUMA, being in effect until 20 June 2020, also
provides for a long term basis.

It is the Company's intention to use an amount of about EUR 40 million of
the expected gross proceeds from the issue of the New Shares which, under
the assumption that all New Shares will be acquired, should amount to app.
EUR 114.4 million gross, for reducing the Company's indebtedness. To the
extent the net proceeds will exceed this amount of about EUR 40 million,
the excess amount shall be held available as a liquidity reserve with a
view to strengthen the Company's financial resilience. A potential purpose
for the use of such liquidity may be future growth supporting investments
(which, as of today, have not yet been determined) into the Company's
assets.

NOTES:

This publication neither constitutes an offer of sale nor an invitation to
submit an offer for the purchase or the subscription of securities. Such
offer will exclusively be made on the basis of a security prospectus to be
published and to be deposited with the German Federal Financial Supervisory
Agency (BaFin). Only the security prospectus shall provide all information
for subscribers as required by applicable law. It is expected that the
security prospectus will be assented to by BaFin on 22 August 2014 and
immediately thereafter be available on the Comapny's internet homepage
(www.bvb.de/aktie) within the rubric titled "BVB Aktie" and thereunder
within the menue item "Kapitalerhöhung II/2014"; if so requested,
subscribers will be provided with a free of charge paper version of the
prospectus either by the Company or by Close Brothers Seydler Bank AG in
accordance with § 14 subs. 5 of the German Act on Filing, Assenting to and
Publication of Public Securities Prospectuses ("WpPG"). The complete
subscription offer will foreseeably be published in the German Federal
Gazette ("Bundesanzeiger") on 25 August 2014.

This publication neither constitutes an offer of sale nor an invitation to
submit an offer for the purchase or the subscription of securities within
the United States of America nor to US citizens nor within other
jurisdictions in which such offer or such invitation to submit an offer has
not been officially approved. In particular, shares offered within the
subscription offer, shall neither be sold within or directly or indirectly
supplied to the United States of America nor directly or indirectly be sold
to US citizens or purchased for their account, except where special
exceptions apply due to a dispensation from registration requirements under
the U.S. Securities Act. Shares in Borussia Dortmund GmbH & Co. KGaA
offered in the frame of the subscription offer are not and will not be
registered in accordance with the provisions of the U.S. Securities Act of
1933 in its presently applicable version and will neither be sold nor
offered for sale within the United States of America.

Dortmund, August 21st, 2014

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


21.08.2014 The DGAP Distribution Services include Regulatory Announcements,
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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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