14 September 2009
HeidelbergCement AG decides to implement a capital increase against cash contributions together with a placement of existing shares
The Managing Board of HeidelbergCement AG, with the consent of the Supervisory Board, has decided to implement a capital increase with subscription rights against cash contributions, subject to the adoption of a pricing resolution anticipated to occur on 21st September 2009. By utilizing its available authorized capital, the company will increase its share capital by 50% through the issuance of 62.5 million new shares against cash contributions. The proceeds from the capital increase will be used to repay the company’s existing indebtedness.
“This capital increase is a significant part of the comprehensive reorganisation of the company’s financing structure. In connection with the successful refinancing of our bank debt through a EUR 8.7 billion syndicated loan in June 2009 and the disposal of non-strategic business units, this is an important step to strengthen the company’s equity base in order to further reduce existing debt,” comments CEO Dr. Bernd Scheifele.
“In addition to this capital markets transaction we are continuing our cost-cutting measures,” emphasizes CFO Dr. Lorenz Näger. “In parallel with rigid cost management, we have a clear cash flow orientation and are undertaking significant cuts in capital expenditures.”
The capital increase will be underwritten by a syndicate of banks led by Deutsche Bank AG and Morgan Stanley Bank AG as Global Coordinators and, under the conditions set forth in the subscription rights offering, the new shares will be offered indirectly to the company’s shareholders for subscription in a ratio of 2:1, i.e. for every two existing shares one new share can be acquired. The new shares are entitled to receive dividends from 1st January 2009.
The company’s major shareholders (among others, Spohn Cement GmbH and VEM Vermögensverwaltung GmbH), as well as certain banks that hold shares in the company (the "Selling Shareholders") and certain other shareholders of the company have undertaken to assign their subscription rights, subject to the determination of the subscription price, to the Global Coordinators in order to enable the new shares attributable to them upon exercise of the subscription rights to be placed in a private placement exclusively with institutional investors. Concurrently, existing shares held by the Selling Shareholders in an amount up to the number of new shares issued in the capital increase will also be placed in a private placement exclusively with institutional investors. The offering of the new shares and the existing shares to institutional investors (the "Institutional Offering") will be concluded prior to the commencement of the subscription period for the subscription rights offering.
The subscription period for the new shares is expected to run from and including 24th September 2009 to and including 7th October 2009, with settlement expected to take place on 9th October 2009. Public trading of the subscription rights will take place from and including 24th September 2009 to and including 5th October 2009 on the trading floor of the Frankfurt Stock Exchange.
Both the subscription price for the new shares to be offered in the indirect rights offering to shareholders and the offer price in the Institutional Offering will be established, following the book building for the Institutional Offering, by the Managing Board with the consent of the Supervisory Board and in agreement with the syndicate banks and the Selling Shareholders, such that both prices will be the same. The subscription price and the offer price are expected to be made public on 22nd September 2009.
The German Financial Supervisory Authority has approved today the required prospectus in relation to the public offering of shares, which is available at
HeidelbergCement is the global market leader in aggregates and a prominent player in the fields of cement, concrete and other downstream activities, making it one of the world’s largest manufacturers of building materials. The company employs some 57,000 people at 2,600 locations in around 40 countries.
Heidelberg, 14 September 2009
This release constitutes neither an offer to sell nor a solicitation of an offer to buy any securities of HeidelbergCement AG.
This release does not constitute an offer to sell or a solicitation of an offer to buy securities 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 "Securities Act"). The securities described herein will not be registered under the Securities Act.
The information contained in this release may not be issued or distributed in or into the United States of America, Canada, Australia or Japan and does not constitute an offer to sell nor a solicitation of an offer to buy securities in the United States of America, Canada, Australia or Japan.