Marseille-Kliniken AG
Marseille-Kliniken Aktiengesellschaft passes the resolutions to increase the registered share capital against contributions in cash by using authorized capital and granting subscription rights to the current shareholders
Marseille-Kliniken AG / Key word(s): Capital Increase 05.05.2011 19:47 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- - Not for distribution, publication or transmission in the USA, Canada, Japan and Australia - Berlin, 5. May 2011. The Management Board of Marseille-Kliniken Aktiengesellschaft (ISIN DE 0007783003, MKA) today passed the resolution, with the approval of the Supervisory Board, to increase the company's registered share capital from EUR 31.100.000 by up to EUR 6,220,000.00 to up to EUR 37,320,000.00 by issuing up to 2,430,000 new non-par value shares with a calculated nominal amount of EUR 2.56 (rounded) per share each by way of using a part of authorised capital. Close Brothers Seydler Bank AG, Frankfurt am Main, as Bookrunner and Global Coordinator will offer the new shares exclusively to shareholders at a 5:1 ratio by means of an indirect subscription right. Hence, shareholders will be entitled to subscribe for 1 new share for each 5 existing shares held. The subscription period will begin on 10 May 2011 and will end on 24 May 2011. The subscription price is EUR 2.56 per new share. There will be no organised trading for subscription rights. Any new shares that are not subscribed for as a result of the offer may be subscribed for by shareholders only - also against payment of the subscription price - as part of an additional subscription right for shares. Binding offers for such additional subscription rights must be submitted within the subscription period. The new shares are to be admitted for trading (i) in the regulated market on Frankfurt stock exchange and in the Prime Standard (regulated market segment that imposes further post-admission obligations) on the Frankfurt stock exchange and (ii) the regulated market on the Hanseatic Stock Exchange Hamburg without the publication of an offering prospectus. The new shares of Marseille-Kliniken Aktiengesellschaft are likely to be included in the existing listing on the Frankfurt stock exchange and the Hanseatic Stock Exchange Hamburg by and including 30 Mai 2011. Mr. Ulrich Marseille whose current direct and indirect shareholding with voting power in the registered share capital of Marseille-Kliniken Aktiengesellschaft is 59,16 % has entered into an agreement with the company according to which he is obliged to exercise fully his statutory subscription rights from the shares held by him directly or indirectly and, in addition to that, has declared to make probably use of his additional subscription rights for new shares. Marseille-Kliniken Aktiengesellschaft plans to use the net proceeds from the new shares issued to finance the further growth - especially of the sector assisted living - as well as to strengthen its equity. For further details regarding the capital increase, please see the subscription offer likely to be published in the electronic Federal Gazette on 9 May 2011 and on the website of Marseille-Kliniken Aktiengesellschaft (www.marseille-kliniken.de). Important notes This ad hoc release does not constitute either an offer to sell or an invitation to buy securities. In particular, this document does not constitute an offer to sell securities or a solicitation of an offer to buy securities in the United States of America, Canada, Japan and Australia. The shares of Marseille-Kliniken Aktiengesellschaft (the 'Shares') may not be offered or sold in the United States of America or to or for the account or benefit of 'U.S. persons' (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the 'Securities Act')), unless they have been registered or are exempt from registration under the Securities Act. The Shares have not been and will not be registered under the Securities Act. There will be no public offering for Shares in the United States of America, Canada, Japan and Australia. Contact: Marseille-Kliniken Aktiengesellschaft Investor Relations Mathias Hajek Sportallee 1 22335 Hamburg Fon: +49(0)40 - 51459-0 Fax: +49(0)40 - 51459-756 hajek@marseille-kliniken.com www.marseille-kliniken.de 05.05.2011 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Marseille-Kliniken AG Alte Jakobstraße 79/80 10709 Berlin Deutschland Phone: +49 (0)405 14 59-0 Fax: +49 (0)405 14 59-7 37 E-mail: info@marseille-kliniken.com Internet: www.marseille-kliniken.de ISIN: DE0007783003 WKN: 778300 Listed: Regulierter Markt in Frankfurt (Prime Standard), Hamburg; Freiverkehr in Berlin, Düsseldorf, Hannover, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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