Arcandor AG
KarstadtQuelle AG: Understanding reached with dissenting shareholders
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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NOT FOR THE DISTRIBUTION IN THE USA
Understanding reached with dissenting shareholders
Essen, 25 November. KarstadtQuelle AG has come to an agreement with the
shareholders who dissented from the resolution on the capital increase passed
at the last general meeting of shareholders. The agreements reached at the
meeting are set out conclusively below.
The shareholders had objected, amongst other things, that the information
given at the general meeting with regard to the capital increase was
inadequate and contradictory. Criticism was levelled in particular at the fact
that the contents of the report by Roland Berger on the reconstruction concept
had not been disclosed to shareholders.
The shareholders had objected, amongst other things, that the information
given at the general meeting with regard to the capital increase was
inadequate and contradictory. Criticism was levelled in particular at the fact
that the content of the report by Roland Berger on the reconstruction concept
had not been disclosed to shareholders for inspection. The shareholders also
objected that the planned minimum issue price of 4.00 EUR per share is
unacceptably low. This would lead to shareholders not participating in the
capital increase, being considerably diluted in a worst case, due to the
necessity of a further capital increase from the approved capital.
With regard to the group auditor BDO, which has audited the company
continuously for 72 years, doubts were expressed that the risks existing for
KarstadtQuelle AG within the framework of the annual account audit for the
last financial year have been sufficiently assessed and reflected in the
report.
The Management Board of KarstadtQuelle has noted the dissenting shareholders’
criticisms and shows understanding for their point of view. It says that the
objections raised by the shareholders represent an acceptable and normal
concern for shareholders’ interests. It regrets the defamatory assertions put
about in the Press by some Supervisory Board members with regard to these
shareholders, which had neither been agreed with the Supervisory Board nor
represent the view of the company. In this connection appropriate restraining
orders were issued with regard to these shareholders. The shareholders point
out in this regard that precisely these trade-union-affiliated persons have
also been members of the Supervisory Board for many years and to this extent
have had the opportunity to influence the causes that have led to the
company’s present situation.
In order to take the concerns expressed by the shareholders into consideration
and as far as possible to allay them, the following points were agreed with
the shareholders:
1. The company will quickly issue additional information about the Roland
Berger report, excluding any passages of a confidential nature. The scope of
this additional information has been agreed between the parties involved.
This will be made accessible on request to all shareholders who can prove
their shareholder status.
2. The Management Board has undertaken to ensure that the issue price of the
new shares will not fall below the amount of 5.38 EUR so that at least 500
mill. EUR will accrue to the company without an additional further capital
increase. This will enable any further dilution by a further capital increase
from approved capital to be avoided.
3. The Management Board will present in the 2004 Annual Report a detailed risk
report which goes into the causes of the crisis that the company finds itself
in at present. This report will explain the resulting necessary changes in the
company’s internal monitoring system and the point reached in the
implementation of these measures and describes the reasons why the company’s
present situation was not already identifiable in the auditor’s risk report
from February 2004 and before the last ordinary general meeting of
shareholders in May 2004.
4. Moreover, the shareholders will be kept informed about the position reached
by the reconstruction measures and the progress made with them.
5. The Management Board noted the demand that BDO be replaced as group auditor
and will pass this on to the Supervisory Board so that the Supervisory Board
can take the dissenting shareholders’ criticism into account when reaching a
decision on the choice of group auditor.
In the light of these agreements the dissenting shareholders declared that no
further legal measures against the resolution on the capital increase would
result from their formally registered objection.
The foregoing agreements are complete; no collateral agreements have been
reached. No special advantages and/or cost refunds were conceded or even
demanded by the dissenting shareholders at any time.
KarstadtQuelle AG has undertaken to publish this declaration in all obligatory
publications of the Frankfurt Stock Exchange, with exception of the
Frankfurter Allgemeine Zeitung.
The Management Board now assumes that the capital increase can go ahead as
planned.
Essen, 25.11.2004
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 25.11.2004
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WKN: 627500; ISIN: DE0006275001; Index: MDAX
Listed: Amtlicher Markt in Berlin-Bremen, Düsseldorf, Frankfurt (Prime
Standard), Hamburg, Hannover, München und Stuttgart
252034 Nov 04
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