Announcements

SAF-HOLLAND S.A. / Key word(s): Capital Increase

30.11.2012 / 11:07

This information is not intended, either directly or indirectly, for publication in the United States of America, Canada, Japan or Australia.

SAF-HOLLAND S.A. increases equity for further growth

- Capital increase of 10% by issuing 4,123,737 new bearer shares against cash contribution

- Placement of the new shares at a price of EUR 5.25 per share

- Proceeds of EUR 21.6 million for financing of further growth and realization of potential strategic options

Luxembourg, November 30, 2012 - SDAX-listed SAF-HOLLAND S.A. (ISIN: LU0307018795) increases its share capital by approximately 10% via a capital increase against cash contribution by issuing 4,123,737 new bearer shares. By means of this capital measure, the share capital is increased from EUR 412,373.75 to EUR 453,611.12. The number of shares rises from 41,237,375 to 45,361,112.
The capital increase took place within the scope of the authorized capital resolved in the Extraordinary General Meeting held on June 4, 2012 under exclusion of shareholders' subscription rights. The new shares bear dividend entitlement from January 1, 2012.

The company applied for the prospectus-free admission of the new shares to trading on the regulated market of the Frankfurt Stock Exchange with simultaneous admission to the Prime Standard. The inclusion of the new shares in the existing quotation is planned for December 4, 2012.

The new shares were issued to institutional investors (outside the U.S., Canada, Japan and Australia) at a price of EUR 5.25 by means of a private placement via an accelerated bookbuilding process by COMMERZBANK Aktiengesellschaft. The demand greatly exceeded the supply .

The gross proceeds of EUR 21.6 million after deduction of transaction costs are to be used to finance further growth in accordance with the business model of SAF-HOLLAND S.A.

In October of this year, SAF-HOLLAND S.A. issued a bond in the amount of EUR 75 million. After the repayment of bank loans in the amount of EUR 50 million, EUR 25 million can be used for further growth. Together with the successful implementation of the capital increase, SAF-HOLLAND S.A. has financial resources of approximately EUR 45 million to realize potential strategic options in the Trailer Systems, Powered Vehicle Systems and Aftermarket business sectors.

'We now have the flexibility to make potential smaller acquisitions to complement our existing business units. Of course, all possible objectives must be realistic in relation to price and value.' says Detlef Borghardt, CEO of SAF-HOLLAND.

The mid-term corporate targets for 2015 remain unaffected by these measures. Thus, target sales of EUR 1 billion as well as an adjusted EBIT margin of 10% from organic growth remain in place.

Company profile:
With turnover of approximately EUR 831 million in 2011 and more than 3,000 employees, SAF-HOLLAND Group is one of the world's leading manufacturers and suppliers of premium product systems and components primarily for trailers as well as trucks, buses and recreational vehicles. The product range encompasses axle and suspension systems for trailers, coupling devices, kingpins and landing legs. SAF-HOLLAND sells its products on six continents to Original Equipment Manufacturers ('OEM') in the replacement parts market and, in the aftermarket business, to the OEM's Original Equipment Suppliers ('OES'), as well as by means of a global service and distribution network. SAF-HOLLAND also sells its products to end users and service centers using this network. SAF-HOLLAND has therefore established itself as one of the few manufacturers in its sector that is internationally positioned with an extensive product range and a broad service network. SAF-HOLLAND S.A. has been listed in the Prime Standard of the Frankfurt Stock Exchange since June 2007 and has been in the SDAX since December 2010.

Legal notice
This announcement constitutes neither an offer to sell nor a request to buy or subscribe for securities in SAF-HOLLAND S.A.. In particular, this publication is not an offer to buy securities in the United States of America, in the United Kingdom, Canada, Japan or Australia. In connection with this transaction no public offer has been or will be made and no securities prospectus has been or will be issued. This publication is not intended, either directly or indirectly, for dissemination or distribution to the United States of America or within the United States of America and may not be distributed or forwarded to 'U.S. persons' (as defined in Regulation S of the U.S. Securities Act of 1933 in the applicable version, 'Securities Act') or to publications which are widely available in the United States of America. The securities are not and will not be registered in accordance with the provisions of the Securities Act and may only be sold or offered for purchase in the United States of America with prior registration in accordance with the provisions of the Securities Act in the version currently applicable or, in the absence of prior registration, if an exemption is granted. SAF-HOLLAND S.A. does not intend to make a public share offer in the United States of America.

Contact:
SAF-HOLLAND GmbH
Claudia Hoellen
Hauptstraße 26
63856 Bessenbach

Phone +49 6095 301-617
claudia.hoellensafholland.de

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