DGAP-Adhoc: Capital Stage AG resolves on capital i

Capital Stage AG / Key word(s): Capital Increase 08.10.2013 08:33 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. Hamburg, 8 October 2013 - Today, the Management Board of solar and wind park operator Capital Stage AG (ISIN: DE0006095003 / WKN: 609500), with consent of the Supervisory Board, has resolved to conduct a capital increase against cash contribution from the authorized capital. The capital increase is predominantly intended to finance the further expansion of Capital Stage Group's business activities. Based on the authorization of the Annual General Meeting of Capital Stage AG of 18 June 2013, 13,516,249 new non-par value ordinary bearer shares ('New Shares') shall be issued for this purpose, increasing the share capital from currently 54,064,999.00 euro by 13,516,249.00 euro to 67,581,248,00 euro. The capital increase will be accompanied by Joh. Berenberg, Gossler & Co. KG ('Berenberg') as Sole Global Coordinator and Sole Bookrunner as well as WGZ BANK AG Westdeutsche Genossenschafts-Zentralbank ('WGZ') as Co-Manager. The New Shares shall be offered to the shareholders of Capital Stage AG by way of indirect subscription rights. The subscription ratio is 4:1, that means four existing shares of Capital Stage AG entitle the bearer to purchase one new share at the subscription price. The subscription period shall start on 10 October 2013 and end on 23 October 2013. Trading in subscription rights will neither be organized nor is it envisaged by either Capital Stage AG or by Berenberg acting as subscription agent or by WGZ. The major shareholders of Capital Stage AG AMCO Service GmbH (28.08%) Dr. Liedtke Vermögensverwaltung GmbH (10.12%), Albert Büll Beteiligungsgesellschaft mbH (5.52%) and RTG Beteiligungs GmbH (2.24%) will assign a total of 24,846,133 subscription rights, bearing the right to purchase 6,211,533 New Shares, to Berenberg. Berenberg and WGZ will offer the New Shares on 8 and 9 October 2013 for purchase in a pre-placement via an accelerated bookbuilding procedure to qualified investors outside the USA in accordance with Regulation S of the U.S. Securities Act dated 1933 and the legislation enacted on the basis thereof as amended from time to time (the 'Securities Act'), as well as outside of Canada, Japan and Australia. With this pre-placement Capital Stage AG intends to further diversify its shareholder base, increase the free float and support the shares' liquidity. The offer price determined in the course of the pre-placement will also be the subscription price for the subscription offer. The subscription and offer price will be announced ad-hoc immediately after completion of the pre-placement on or about October 9, 2013. New Shares potentially not placed in the course of the pre-placement or not subscribed during the subscription offer will be offered by Berenberg and WGZ to qualified investors outside the USA according to Regulation S of the Securities Act as well as outside Canada, Japan and Australia after the expiry of the subscription period. Berenberg has undertaken in an underwriting agreement - subject to market standard conditions and withdrawal rights - to underwrite any remaining New Shares not placed or not subscribed at subscription price. The New Shares are carrying dividend rights from 1 January 2013 and are expected to be included into the existing listing on 14 October 2013. Capital Stage AG plans to use the net proceeds from the issue of the New Shares predominantly for financing the further expansion of the business activities of the Capital Stage Group, especially for investments in solar and wind parks. The securities prospectus referred to in the offer of the New Shares is expected to be approved by the Federal Supervisory Authority for Financial Services (BaFin) and published today. The entire subscription offer is expected to be published on 9 October 2013 in the Federal Gazette (Bundesanzeiger) as well as on the website of Capital Stage AG (www.capitalstage.com). Disclaimer This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be approved by BaFin prior to its publication. The securities prospectus will be available free of charge from the Company (Gro�e Elbstra�e 45, 22767 Hamburg, Germany; Fax no. +49 (0)40 378 562 129), Joh. Berenberg, Gossler & Co. KG (Fax no. +49 (69) 913090335), WGZ (Fax no. +49 (211) 778 2888 or on the website of the Company (www.capitalstage.com). This document is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The shares in Capital Stage AG have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and are not being and will not be offered or sold in the United States of America. --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: For further information about the company, please visit www.capitalstage.com For further information: Karen Westphal Capital Stage AG Tel.: + 49 (0)40 378 562 235 Fax: + 49 (0)40 378 562 129 Email: karen.westphal@capitalstage.com Sebastian Bucher Kirchhoff Consult AG Tel.: +49 (0)40 6091 8618 Fax: +49 (0)40 6091 8660 Email: sebastian.bucher@kirchhoff.de 08.10.2013 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: Capital Stage AG Gro�e Elbstra�e 45 22767 Hamburg Germany Phone: +49 4037 85 62 -0 Fax: +49 4037 85 62 -129 E-mail: info@capitalstage.com Internet: www.capitalstage.com ISIN: DE0006095003 WKN: 609500 Listed: Regulierter Markt in Frankfurt (Prime Standard), Hamburg; Freiverkehr in Berlin, Düsseldorf, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------