DGAP-Adhoc: SURTECO SE: Resolution passed on a capital

SURTECO SE / Key word(s): Capital Increase 30.10.2013 08:23 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. --------------------------------------------------------------------------- Ad-hoc Release pursuant to Article 15 Securities Trading Act (WpHG) 30 October 2013 SURTECO SE: Resolution passed on a capital increase for cash Buttenwiesen-Pfaffenhofen, 30 October 2013 - The Board of Management and the Supervisory Board of SURTECO SE ('Company') today passed a resolution to increase the capital stock of the Company by EUR 4,430,209 from EUR 11,075,522 to EUR 15,505,731 by issuing 4,430,209 new no-par value bearer shares without nominal value, each share representing a proportionate amount in the capital stock of EUR 1.00 and with full participation in profits from 1 January 2013 ('New Shares') by way of a capital increase against cash contribution from authorised capital with subscription rights for shareholders. The Company is planning to use the proceeds arising from the capital increase to finance the takeover of all shares in the companies of the Süddekor Group. The new shares will be taken up at the lowest issue amount by Joh. Berenberg, Gossler & Co. KG, Hamburg ('Berenberg'), who will manage the offer as the Sole Lead Manager and Sole Bookrunner, and Berenberg will offer the shares to shareholders by way of an indirect subscription right based on a subscription offer expected to be published in the Federal Gazette (Bundesanzeiger) on 31 October 2013. The issue ratio is expected to be 5:2 and this means that every five existing shares in the Company will entail an entitlement to two New Shares. The subscription period is likely to start on 1 November 2013 and end on 14 November 2013. Neither the company nor Berenberg will organise or assist trading in subscription rights. Some shareholders of the Company have a total of 7,004,329 subscription rights, which can be assigned to Berenberg with entitlement to subscribe to 2,801,730 New Shares. Berenberg will offer a corresponding number of New Shares for acquisition to qualified investors outside the USA in a pre-placement through an accelerated book-building procedure pursuant to Regulation S of the US Securities Act and outside Canada, Japan and Australia. The Company intends to use the pre-placement to expand its shareholder structure, increase the free float and support liquidity in the stock. The placement price determined within the framework of pre-placement also determines the subscription price for the capital increase for cash and will be announced immediately after completing the pre-placement on or around 31 October 2013. After expiry of the subscription deadline, Berenberg will offer any New Shares not placed in the pre-placement or subscribed in the course of the subscription offer to qualified investors outside the USA pursuant to Regulation S of the U.S. Securities Act and outside Canada, Japan and Australia. Under an underwriting agreement, Berenberg shall take on - subject to standard market conditions and statutory withdrawal rights - any unplaced/unsubscribed remaining New Shares against payment of the subscription price. The New Shares are likely to be admitted to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange on 4 November 2013 and are likely to be included in the existing listing on 5 November 2013. This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities. Any such offer will be made solely on the basis of the Securities Prospectus to be published and registered with the German Financial Supervisory Authority (BaFin). The information legally required to be provided to investors is contained only in the Securities Prospectus. The information contained herein is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions or any State of the United States of America or the District of Columbia) and must not be distributed to U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended ('Securities Act')) or publications with a general circulation in the United States of America. This publication does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States of America. The Securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act, as amended. The Issuer does not intend to register any portion of the offering in the United States of America or to conduct a public offering of the Securities in the United States of America. This publication is not an offer of securities for sale in the United Kingdom, Canada, Japan or Australia. 30.10.2013 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: SURTECO SE Johan-Viktor-Bausch-Str. 2 86647 Buttenwiesen-Pfaffenhofen Germany Phone: +49 (0)8274 99 88-0 Fax: +49 (0)8274 99 88-5 05 E-mail: ir@surteco.com Internet: www.surteco.com ISIN: DE0005176903 WKN: 517 690 Listed: Regulierter Markt in Frankfurt (Prime Standard), München; Freiverkehr in Berlin, Düsseldorf, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------