SUMIDA AG
Vogt Electronic AG english
Final Recapitalization Submitted to Extraordinary Meeting of Shareholders
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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Final Recapitalization Submitted to Extraordinary Meeting of Shareholders
Based on the figures in its preliminary financial statement ending September 30,
2002 the company’s Executive Committee has determined a net loss for the year –
including the costs of the planned restructuring program – which will exhaust
more than half of the company’s capital stock.The Extraordinary Meeting of
company Shareholders, which will be informed about the notice of loss in
accordance with Section 92, Paragraph 1 of the German Stock Corporation Law,
will be called for December 12, 2002.In order to improve the capital structure
of the company the Executive Committee Board of the company will suggest the
following measures to the Extraordinary Meeting:The capital stock of the company
will be decreased from Euro 7,8 mio. to Euro 2,6 mio. by reducing the
proportionate amount allotted to individual shares in the company’s capital
stock from Euro 3.00 to Euro 1.00. The right of preferred shareholders to a
dividend on preferred stock, as well as an additional dividend that may not be
paid retroactively, shall be adjusted accordingly. The authorized capital of the
company will also be reduced in corresponding proportion. The Executive
Committee shall be authorized with the approval of the Supervisory Board to
issue profit-sharing rights in a total nominal amount of up to Euro 39.0
million by December 31, 2003. These profit-sharing rights, which also
participate in the company’s losses, are to be issued in exchange against
receivables due from banks that have granted credit to the company. Conversion
of such accounts receivable into profit-sharing rights will mean that a profit-
sharing right with a par value per share of Euro 30.00 will be granted for each
debt amount of Euro 38.31 (issuing price), so that outstanding debts amounting
to a total of Euro 49.8 million will be converted into profit-sharing rights
outstanding. An option right for one respective share of the company’s common
stock is attached to each profit-sharing right with a par value of Euro 30.00.
The capital stock of the company will be conditionally increased by up to Euro
1,3 mio. by issuing up to 1,3 mio. new individual common share certificates in
order to secure these option rights. A right to purchase at the issuing price
will be granted to the shareholders of the company in conjunction with the issue
of these profit-sharing rights with warrants. The Executive Committee
end of ad-hoc-announcement (c)DGAP 24.10.2002
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WKN: 765 933; ISIN: DE0007659336; Index: SDax
Listed: Amtlicher Markt in München und Frankfurt (SMAX); Freiverkehr in Berlin,
Düsseldorf, Hamburg und Stuttgart
241524 Okt 02
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