22 September 2009
Ad hoc: Capital increase HeidelbergCement AG determines subscription price for the new shares and the offer price
HeidelbergCement AG determines subscription price for the new shares from the capital increase 2009 and the offer price for the preceding private placement of new shares solely to qualified institutional investors at EUR 37 per share and expects net proceeds of EUR 2.25 billion
The Managing board of HeidelbergCement AG, with the consent of the Supervisory Board, has determined the subscription price for the 62.5 million new shares from the capital increase 2009 and the offer price for the preceding private placement of the new shares solely with qualified institutional investors at EUR 37 per share and has set the subscription period for the new shares to from and including September 24, 2009 to and including October 7, 2009.
All new shares have been allocated in the private placement, with 7,783,853 of these new shares subject to claw-back in case of the exercise of subscription rights by those shareholders who have not previously assigned their subscription rights to the Global Coordinators. Hence, under the conditions set forth in the subscription offer the company will receive net proceeds of approximately EUR 2.25 billion from the capital increase.
The company’s major shareholders (Spohn Cement GmbH and VEM Vermögensverwaltung GmbH (“VEM”) and certain subsidiaries of VEM, all of which are controlled by Mr. Ludwig Merckle) as well as certain companies related to VEM (Seitengesellschaften) and certain banks holding shares in the company have sold solely to qualified institutional investors a total of 57,155,751 old shares in the private placement of old shares which took place concurrently with the private placement of the new shares.
Delivery of the shares sold to investors in the private placements with the exception of the 7,783,853 new shares allocated subject to claw-back is expected to take place on or about September 25, 2009. Delivery of the new shares subscribed for in the subscription offer and of the new shares allocated subject to claw-back is expected to take place on or about October 9, 2009.
Heidelberg, September 22, 2009
The Managing Board
The information contained herein serves information purposes and does not constitute a prospectus or any offer for sale or subscription of or solicitation or invitation of any offer to buy or subscribe for any securities of HeidelbergCement AG. The offer is being made solely by means of, and on the basis of, the prospectus approved and published on September 14, 2009, (including any amendments thereto, if any). An investment decision regarding the publicly offered securities of HeidelbergCement AG should only be made on the basis of the prospectus. The prospectus is available free of charge from HeidelbergCement AG (Berliner Str. 6, 69120 Heidelberg) and on the website of HeidelbergCement AG under www.heidelbergcement.com.
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.
Ad hoc announcement pursuant to § 15 German Securities Trading Act (WpHG)