SAF-HOLLAND S.A.: Capital increase resolved
SAF-HOLLAND S.A. / Key word(s): Capital Increase 24.03.2011 08:08 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Not for direct or indirect publication or distribution in or into the United States of America, Canada, Japan or Australia SAF-HOLLAND S.A., Luxembourg, (ISIN: LU0307018795), today resolved to increase the share capital of the Company from EUR 207,022.75 by EUR 205,351.00 to EUR 412,373.75 through the issue of 20,535,100 new ordinary bearer shares with a nominal value of EUR 0.01 per share. The subscription rights of the shareholders are excluded. All new shares will be offered today to institutional investors by way of an international private placement outside the United States of America in accordance with Regulation S. The private placement is subject to a claw-back, pursuant to which 5% of the new shares (translating into 1,026,755 new shares) will be offered to retail investors in a public offering in Germany. The retail offering will begin immediately following the private placement on March 25, 2011 and is expected to end on March 29, 2011 at 12:00 pm. The final offer price for all new shares, including the public offering, is expected to be determined this evening by the Company together with COMMERZBANK Aktiengesellschaft and UniCredit Bank AG as Joint Bookrunners on the basis of a bookbuilding and will subsequently be published on the website of the Luxembourg Stock Exchange (http://www.bourse.lu) as well as on the website of the Company (http://www.safholland.com). Proceeds will be used primarily for the repayment of loans and will strengthen the Company's equity base. The approved prospectus is expected to be published today on the website of the Luxembourg Stock Exchange (http://www.bourse.lu) as well as on the website of the Company (http://www.safholland.com). The admission of the new shares to the trading of the Company's shares on the regulated market of the Frankfurt Stock Exchange (Prime Standard) is expected on March 28, 2011. Board of Directors Luxembourg, March 24, 2011 This announcement does not constitute an offer to sell or the solicitation of an offer or invitation to subscribe or purchase any of the securities described herein in the United States or in any other jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes must inform themselves about, and observe any such restrictions. The offer will be made exclusively by means of a securities prospectus, which contains detailed information about the company, its business, operations and management, and the offering, as well as the company's financial statements. Subject to the offering restrictions, the securities prospectus can be obtained on the website of the company (www.safholland.com) or at the registered office of the company at 68-70 boulevard de la Pétrusse, L-2320 Luxembourg, Grand Duchy of Luxembourg, as well as from the joint bookrunners. The shares of the company have not been, and will not be, registered under the U.S. Securities Act of 1933 (the 'Securities Act') and cannot be offered, sold, delivered or otherwise transferred in or into the United States. There will be no public offering of such securities in the United States. Kontakt: SAF-HOLLAND Group GmbH Barbara Zanzinger Hauptstraße 26 63856 Bessenbach Phone +49 6095 301-617 barbara.zanzinger@safholland.de 24.03.2011 DGAP's 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: SAF-HOLLAND S.A. 68-70, boulevard de la Pétrusse L-2320 Luxembourg Großherzogtum Luxemburg Phone: +49 6095 301 - 0 Fax: +49 6095 301 - 260 E-mail: info@safholland.de Internet: www.safholland.com ISIN: LU0307018795 WKN: A0MU70 Indices: SDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------