DGAP-Adhoc: CANCOM SE decides on details of capital

CANCOM SE / Key word(s): Capital Increase 15.11.2013 09:07 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. --------------------------------------------------------------------------- CANCOM SE decides on details of capital increase NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA Munich, Germany, November 15, 2013 - The Executive Board of CANCOM SE, Munich, Germany (ISIN: DE0005419105/German securities code (WKN): 541910), has today decided on the details of the subscription rights capital increase previously announced in an ad hoc release on October 10, 2013. The capital increase has been approved by the company's Supervisory Board and is based on the authorization of the general meeting of stockholders of CANCOM SE (formerly CANCOM IT Systeme Aktiengesellschaft), Munich, on June 22, 2010. The company is to use part of its authorized capital to increase its capital stock against cash by a maximum of EUR 2,435,965, from EUR 12,179,826 to a maximum total of EUR 14,615,791, by issuing up to 2,435,965 new no-par-value bearer shares, with each share representing the accounting par value of EUR 1 of the capital stock. The new shares carry dividend rights from January 1, 2013. They are to be underwritten by Hauck & Aufhäuser Privatbankiers KGaA, Frankfurt am Main, Germany, with the commitment to offer them to shareholders of CANCOM SE by way of a direct subscription right on the basis of 1 new share for 5 old shares (ratio: 1/5), i.e. five existing shares in the company entitle the holder to buy one new share. The subscription price is EUR 23.00 per share. The subscription period for the new shares is expected to commence on November 20, 2013 and end on December 4, 2013 (inclusive). The subscription rights (ISIN: DE000A1X3TC6/ German securities code (WKN): A1X3TC) for the new shares will be traded from November 20, 2013 to December 2, 2013 (inclusive) on the Regulated Market of the FWB Frankfurt Stock Exchange. New shares not purchased on the basis of the subscription offer by the end of the subscription period will be offered in a private placement to qualified investors in the Federal Republic of Germany and other selected jurisdictions, excluding the United States of America pursuant to Regulation S of the U.S. Securities Act 1933, as amended, also excluding Canada, Japan and Australia. The placement price will be at least equal to the subscription price. CANCOM SE intends to use most of the funds received from the capital increase to finance the voluntary takeover offer to the shareholders of PIRONET NDH Aktiengesellschaft, Cologne, Germany, announced on October 10, 2013 in compliance with Section 10 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und �bernahmegesetz, Wp�G), as well as to support the further growth of the CANCOM group. This announcement does not constitute either an offer for sale or an invitation to purchase or subscribe for securities. The offer will be made exclusively through and on the basis of a prospectus to be published and filed with the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Only the prospectus contains the information required by investors in accordance with the statutory provisions. The prospectus is expected to be approved by the Federal Financial Supervisory Authority on November 18, 2013, and published in the Investor Relations section of CANCOM SE's website at www.cancom.com. It will also be obtainable free of charge from the issuer during normal business hours (at the following address: Erika-Mann-Strasse 69, 80636 München, Germany; fax no. +49 (0)8225 996 4 5193). The full subscription offer is expected to be published in the German Federal Gazette (Bundesanzeiger) on November 19, 2013. This announcement does not constitute either an offer to purchase securities or a solicitation of an offer to purchase securities in the United States of America. Securities may only be sold or offered for sale in the United States of America after prior registration pursuant to the U.S. Securities Act of 1933, as amended, or, without prior registration, only on the basis of an exemption regulation. The shares of CANCOM SE are not registered and will not be registered pursuant to the U.S. Securities Act of 1933, as amended, and will neither be sold nor offered for sale in the United States of America. Contact: Beate Rosenfeld Manager Corporate Communication CANCOM SE Erika-Mann-Stra�e 69 80636 München Germany Phone: +49 (0) 89 / 54054 5193 mail to: beate.rosenfeld@cancom.de www.cancom.de 15.11.2013 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: CANCOM SE Erika-Mann-Stra�e 69 80636 München Germany Phone: +49-(0)89/54054-0 Fax: +49-(0)89/54054-5119 E-mail: info@cancom.de Internet: http://www.cancom.de ISIN: DE0005419105 WKN: 541910 Indices: TecDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------