Arcandor AG
Karstadt Quelle AG: Solidary Pact conditions met – EGM expected to agree …
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
——————————————————————————–
NOT FOR DISTRIBUTION IN THE UNITED STATES
Essential Prerequisites for Solidarity Agreement Fulfilled – Extraordinary
Annual General Meeting Should Agree Capital Increase
Today the KarstadtQuelle Group made decisive progress in the implementation of
its restructuring and realignment concept. The most important aspects of the
solidarity agreement promoted by the Management Board between workers,
management, share-holders and banks have been fulfilled. Negotiations with
worker representatives were successfully concluded today. Agreement was
reached on projected cost savings of EUR 760 million.
Combined with this agreement, the Board of Management expects the projected
turnover to be back on track again, after having suffered unexpectedly lower
sales since the beginning of October in the mail-order business. The
management believes that this slippage from plan is only temporary, mainly
caused by negotiations with workers and the related press comments.
In addition, the Management Board and Supervisory Board set the course for a
capital increase in the current financial year. At today’s Supervisory Board
meeting the Management and Supervisory Boards decided to call an extraordinary
AGM for KARSTADT QUELLE AG Group on 22 November 2004. The Annual General
Meeting is expected to decide to increase the Group’s share capital by EUR
238,185,920 from EUR 301,459,904 to EUR 539,645,824 by issuing 93,041,375 new
shares against cash contributions. The new shares are expected to be
underwritten by members of a banking consortium with the undertaking that they
are offered for subscription to share-holders at a ratio of 8 per 7 (for eight
old shares seven new shares can be subscribed to). The final subscription
price will be set shortly before the start of the subscription period
(probably the end of November 2004) in accordance with the current market
level at the time. The desired issuing proceeds of at least EUR 500 million
will be reached if the final subscription price is set at EUR 5.38 per share.
If the capital increase due to be agreed by the AGM on 22 November 2004 is not
sufficient to ensure issuing proceeds of at least EUR 500 million, the
Management Board may, with the consent of the Supervisory Board, issue
additional new shares from the existing approved capital and offer these to
the share-holders for subscription at the same subscription price. In this
case, the subscription ratio will comply with the ratio of the number of
subscription-entitled no-par value shares to the number of all newly issued
no-par value shares.
The members of a banking consortium under the leadership of ABN AMRO N.V. and
the Dresdner Bank AG have undertaken, under the usual reservations, to
underwrite the new shares at a minimum price of EUR 4.00. If the final
subscription price is not higher than the minimum subscription price, there
will be a fixed subscription ratio of approx. 6 per 7 for all new shares being
issued: (for six old shares, seven new shares can be bought).
Voting shareholders, Madeleine Schickedanz and Allianz AG along with
associated companies have agreed in principle to buy new shares totalling
approx. EUR 280 million with the capital increase. This agreement, like that
of the underwriting banks, is dependent on the condition that the Group
obtains a committed 3 year term loan from banks of approx. EUR 1.75 billion.
The negotiations between the Group and the lending banks are going well and
are at an advanced stage.
Essen, 14 October 2004
The Management Board
==================================================================
This announcement neither constitutes a sales offer nor is it an invitation to
subscribe to any shares. Offers are made solely on the basis of a prospectus.
The offering prospectus will be available from the end of November 2004 from
the underwriting banks and all German stock exchanges.
This announcement neither constitutes a sales offer nor is it an invitation to
subscribe to any shares in the United States. KARSTADT QUELLE AG shares
(hereinafter “shares”) may not be offered or sold in the US or to US citizens
or on their behalf (in accordance with Regulation S of the American Securities
Act of 1933 as defined in the relevant version (hereinafter “Securities Act”))
unless they are registered or exempted from registration in accordance with
the Securities Act. In accordance with the Securities Act, the shares are not
and will not be registered. A share offer in the US is only possible on the
basis of a prospectus and detailed information about KARSTADT QUELLE AG as
well as its management and its annual accounts.
end of ad-hoc-announcement (c)DGAP 14.10.2004
——————————————————————————–
WKN: 627500; ISIN: DE0006275001; Index: MDAX
Listed: Amtlicher Markt in Berlin-Bremen, Düsseldorf, Frankfurt (Prime
Standard), Hamburg, Hannover, München und Stuttgart
141710 Okt 04
Aktuelle News
Aktuelle Berichte
Anstehende Events
Keine Events gefunden
Webcasts
Keine Webcasts gefunden