Borussia Dortmund GmbH & Co. KGaA / Key word(s): Capital Increase/Miscellaneous
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.
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.
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, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de
Borussia Dortmund GmbH & Co. KGaA
Rheinlanddamm 207 - 209
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