DGAP-Adhoc: H&R AG: Capital increase through contribution

H&R AG / Key word(s): Corporate Action/Capital Increase 17.09.2014 19:24 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad hoc notification conforming to article 15 of the German law governing the trading of securities (WpHG) H&R AG: Capital increase through contribution of 51 % of the Chinese activities of the Hansen & Rosenthal Group Salzbergen (Germany), 17th September 2014. The board of directors of H&R Aktiengesellschaft (ISIN DE0007757007) has today decided, with the agreement of the supervisory board, in favour of an increase in capital based in turn on authorised capital, subject to the exclusion of subscription rights of existing shareholders. The Hansen & Rosenthal Group, of Hamburg (Germany), will contribute 51 % of its China-based activities (bundled in the H&R China Holding GmbH, Hamburg) to H&R AG, in exchange for an issue of new shares. H&R AG undertakes, on its part and in exchange for the above contribution, to provide the Hansen & Rosenthal Group with 5,487,042 new shares. The issue price of the new shares will be EUR7.10 per new share in the company. The recording of this increase in capital in the company register will be executed at short notice. Once the transaction is complete, H&R AG will directly hold 51% of the shares of H&R China Holding GmbH. This increase in capital based in turn on authorised capital will increase the company's subscribed capital, subject to the partial use of the approved capital by the issue of 5,847,042 new non-par bearer shares, supposing an increase of EUR14,947,725.52 to EUR91,572,769.63. The China-based activities are expected to be fully consolidated in H&R AG for the first time by 30th September 2014. This takeover of the majority of China-based business activities will result in the bundling of virtually all the international business operations of the Hansen & Rosenthal Group into H&R AG. H&R AG strengthens, with this move, its core business in the chemical/pharmaceutical raw-materials sector, while continuing to build up its higher margin, internationally growing presence in this specialty business. The receipt of further H&R shares in exchange for parts of its holding highlights the position of the Hansen & Rosenthal Group as the majority shareholder and recognises its role as key investor in the company. Contact: H&R AG, Investor Relations / Kommunikation, Ties Kaiser Neuenkirchener Straße 8, 48499 Salzbergen Phone.: +49 40 43218-321, Fax: +49 40 43218-390 Mail: Ties.Kaiser@hur.com www.hur.com H&R AG is a Prime Standard listed specialist chemicals company. It develops and manufactures crude oil-based chemical and pharmaceutical products and high-precision plastic parts. Forward-looking statements and forecasts: This ad hoc notification contains forward-looking statements. These statements are based on current estimates and forecasts made by the Executive Board and the information available to the Board at this time. Forward-looking statements should not be interpreted as guarantees that the projected future developments and results will materialise. Future developments and results are dependent on a range of factors. They comprise various risks and imponderables and rest on assumptions which may prove incorrect. We do not accept any obligation to update the forward-looking statements made in this ad-hoc communication. 17.09.2014 The DGAP 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: H&R AG Neuenkirchener Str. 8 48499 Salzbergen Germany Phone: +49 (0)40 43 218 321 Fax: +49 (0)40 43 218 390 E-mail: investor.relations@hur.com Internet: www.hur.com ISIN: DE0007757007 WKN: 775700 Listed: Regulierter Markt in Düsseldorf, Frankfurt (Prime Standard), Hamburg; Freiverkehr in Berlin, Hannover, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------