DGAP-Adhoc: SGL CARBON SE: SGL Carbon SE resolves capital

SGL CARBON SE / Key word(s): Capital Increase 29.09.2014 07:42 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. --------------------------------------------------------------------------- NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR COULD REQUIRE THE REGISTRATION OF THE OFFERING WITH THE COMPETENT REGULATORY AUTHORITY. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE DOCUMENT. SGL Carbon SE resolves capital increase * SGL Carbon raises capital to repay outstanding debt, strengthen its capital structure, improve its leverage ratios and enhance its financial headroom for general corporate purposes * Major shareholders SKion GmbH, BMW AG, Volkswagen AG have provided firm commitments to participate according to their shareholding * Management Board invests into SGL Carbon SE shares in context of the capital increase Wiesbaden, 29th September 2014. The board of management of SGL Carbon SE, with the approval of the supervisory board, today resolved to increase the share capital against cash contributions with shareholders' indirect subscription rights. The Company's share capital will be increased through the exercise of the existing authorized capital from EUR182,379,980.80 by EUR51,660,800.00 to EUR234,040,780.80 against cash contributions through the issue of 20,180,000 new ordinary bearer shares with no par value, each representing a notional value of EUR2.56 (the "New Shares"). The New Shares carry full dividend rights as of 1st January 2014. The new shares will be offered to existing shareholders for indirect subscription at a ratio of 25:7 and at a subscription price of EUR13.25 per New Share. 25 existing shares of SGL Carbon SE entitle holders to subscribe for 7 New Shares. The Company expects to receive gross proceeds from the capital increase of approximately EUR267.4 million and intends to predominantly use the net proceeds to repay outstanding debt, including EUR26.9 million to repay outstanding debt of the Malaysian subsidiary. The remainder is intended to strengthen its capital structure, to improve its leverage ratios and to enhance its financial headroom for general corporate purposes. The Company has received firm subscription commitments from the major shareholders SKion GmbH, Bayerische Motoren Werke Aktiengesellschaft, and Volkswagen Aktiengesellschaft. Each of such major shareholder has committed itself to participate in the capital increase according to its shareholding. In the context of the capital increase, the board of management of SGL Group will also invest into SGL Carbon SE shares in a total amount of approximately EUR1 million - which corresponds to more than 50% of the aggregate yearly base salary of all members of the board of management. Subject to the approval of the prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the publication of the approved prospectus, which is expected to occur later today, the subscription period during which the Company's shareholders may exercise their subscription rights is expected to begin on 30th September 2014 and is expected to end on 13th October 2014 (including). Any new shares not subscribed for by the end of the subscription period will be offered by way of a private placement. The Company's existing shares will be quoted as ex-subscription rights (ex-Bezugsrecht); this quotation will commence on 30th September 2014. A syndicate of banks has agreed to subscribe and underwrite the New Shares at the subscription price and to offer the New Shares to existing shareholders in accordance with the conditions of a subscription offer expected to be published later today in the German Federal Gazette (Bundesanzeiger) after the approval of the prospectus. The registration of the capital increase in the commercial register of the local court (Amtsgericht) of Wiesbaden is expected on or around 10th October 2014. Subject to the approval and publication of the prospectus, the subscription rights for the New Shares will be traded during the period from 30th September 2014, up to and including 9th October 2014 on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange, under ISIN DE000A13SXM7 and German Securities ID (WKN) A13 SXM. No consideration will be paid for any subscription rights remaining unexercised. The admission of the New Shares to the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange, and sub-segment thereof with additional post-admission obligations (Prime Standard), is expected to occur on or around 13th October 2014. Commencement of trading is expected to occur on or around 14th October 2014. It is intended that the New Shares will be included in the existing listing quotation of the Company's shares. --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: Important notice: This document may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This document does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the 'Shares') of SGL Carbon SE (the 'Company') in the United States, Germany or any other jurisdiction. The Shares of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the 'Securities Act'). The Shares of the Company have not been, and will not be, offered to U.S. investors. In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order') or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as 'Relevant Persons'). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This document 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 published. An investment decision regarding the publicly offered securities of SGL Carbon SE should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and will be available free of charge from SGL Carbon SE, Soehnleinstrasse 8, 65201 Wiesbaden, Germany, or on the SGL Carbon SE website. This document may contain forward-looking statements based on the information currently available to us and on our current projections and assumptions. By nature, forward-looking statements involve known and unknown risks and uncertainties, as a consequence of which actual developments and results can deviate significantly from these forward-looking statements. Forward-looking statements are not to be understood as guarantees. Rather, future developments and results depend on a number of factors; they entail various risks and unanticipated circumstances and are based on assumptions which may prove to be inaccurate. These risks and uncertainties include, for example, unforeseeable changes in political, economic, legal, and business conditions, particularly relating to our main customer industries, such as electric steel production, to the competitive environment, to interest rate and exchange rate fluctuations, to technological developments, and to other risks and unanticipated circumstances. Other risks that in our opinion may arise include price developments, unexpected developments connected with acquisitions and subsidiaries, and unforeseen risks associated with ongoing cost savings programs. SGL Group does not intend or assume any responsibility to revise or otherwise update these forward-looking statements 29.09.2014 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: SGL CARBON SE Söhnleinstraße 8 65201 Wiesbaden Germany Phone: +49 (0)611 6029 - 0 Fax: +49 (0)611 6029 - 101 E-mail: investor-relations@sglgroup.com Internet: www.sglgroup.de ISIN: DE0007235301 WKN: 723530 Indices: SDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------