Investor Relations

AFKEM AG, Troisdorf - May 09, 2018

Purchase-Offer:

This subscription offer is exclusively for existing shareholders of AFKEM AG

(Not for distribution in USA, Canada, Japan and Australia)

AFKEM AG, Troisdorf
ISIN DE000A1EMBS3 / WKN A1EMBS

 

 

 

Purchase Offer

By resolution of the Annual General Meeting of AFKEM AG, Troisdorf, Germany (hereinafter also referred to as the "Company"), dated August 8, 2013, the Management Board was authorized to issue the share capital until August 7, 2018 with the approval of the Supervisory Board by issuing new bearer shares No-par value shares against cash and / or non-cash contributions one or more times, but not more than € 250,000.00 in total. Shareholders must be granted a subscription right under the condition that the new shares are to be taken over by a bank with the obligation to offer them to the shareholders for subscription.

The above authorization was entered into the Commercial Register of the Company on August 23, 2013 by way of amendment of the Articles of Association as § 4 (3) of the Articles of Association of the Company. The authorized capital is still available in full. On May 4, 2018, the Management Board of the Company, with the approval of the Supervisory Board of May 4, 2018, decided to use the Authorized Capital pursuant to Section 4 (3) of the Articles of Association of AFKEM AG to increase the share capital from currently € 500,000.00 by up to € 250,000. 00 up to EUR 750,000.00 by issuing up to 250,000 new registered shares without par value (no-par-value shares) with a pro rata amount of the share capital of EUR 1.00 per share ("New Shares"). The new shares will be entitled to dividends as of 1 January 2018. The subscription price for the new shares is EUR 1.10 per share.


The further details of the Cash Capital Increase and its execution will be determined as follows and the following subscription offer will be made to the shareholders of the
Company:Indirect subscription rightThe statutory subscription right is granted to the shareholders in such a way that the New Shares are issued by the Small & Mid Cap Investment Bank AG, Barer Str. 7, 80333 Munich, at an issue price of EUR 1.00 (hereinafter also "lowest issue price" within the meaning of § § 1). 185 para. 1 sentence 3 no. 2 AktG) and be assumed to offer them to the shareholders at a ratio of two (2) old shares to one (1) new share at subscription price (so-called indirect subscription right within the meaning of § 186 para 5 AktG) and pay the additional proceeds to the company.
 

Subscription Price

The subscription price for each new share is EUR 1.10.subscription periodShareholders are encouraged to exercise their subscription rights to the New Shares in order to avoid exclusion from exercising their subscription rights over timefrom 16.05.2018 to 01.06.2018 (inclusive)through its custodian banks at the banking house Gebr. Martin AG, Göppingen, which acts as settlement agent for Small & Mid Cap Investmentbank AG, during normal business hours.

The Custodian Banks are requested to collect the subscription applications of the Shareholders at the settlement agent at the latest by the end of the subscription period and to pay the subscription price of EUR 1.10 per New Share to the following account of Small & Mid Cap Investmentbank AG no later than the expiration of the subscription period :

Account Owner:

Small & Mid Cap Investmentbank AG

Bank:

Bankhaus Gebr. Martin AG

Usage:

Capital Increase AFKEM AG

Account-Nr.:

51657

BLZ:

610 300 00

IBAN:

DE62610300000000051657

BIC:

MARBDE6G

The Company reserves the right to cancel the Rights Offering at any time, even after the end of the subscription period and until the delivery of the New Shares, in the event of certain circumstances including, in particular, the termination of the Takeover Agreement by Small & Mid Cap Investmentbank AG. An abort also applies with regard to already exercised subscription rights. Small & Mid Cap Investmentbank AG is entitled to terminate the acquisition agreement for good cause.

In the event of an extraordinary termination of the Takeover Agreement and the termination of the Rights Offering prior to the entry of the Cash Capital Increase into the Commercial Register, the shareholders' subscription right ceases to exist. Investors who have purchased the subscription rights in return would incur the complete loss of their investment in this case.

If, at the time of the extraordinary termination of the contract by Small & Mid Cap Investmentbank AG, the entry of the capital increase into the commercial register has already been registered or if the redemption of the application should no longer be possible, the shareholders and purchasers of subscription rights who are entitled to subscribe have exercised the new shares at the subscription price; the resignation of shareholders and purchasers of subscription rights is no longer possible in this case.

In the case of termination of the contract prior to registration of the implementation of the capital increase in the commercial register and effective withdrawal of the commercial register application, the subscription offer shall cease to exist and any subscription declarations already issued for new shares shall become ineffective. In such a case, the amounts already paid to pay the subscription price will be reimbursed to the shareholders. If short sales have already been made prior to the new shares being deposited in the custody accounts of the respective acquirer, the seller alone bears the risk of not being able to fulfill his obligations arising from a short sale or failing to do so in good time by delivering new shares.selling restrictions

The New Shares will only be offered to the public in the Federal Republic of Germany.

The subscription offer will be executed exclusively in accordance with German law. It is published in accordance with the relevant provisions of stock corporation law in conjunction with the articles of association of the company in the Federal Gazette. Further announcements, registrations, approvals or approvals from or at offices outside the Federal Republic of Germany are not intended for the shares, for the subscription rights or for the subscription offer. The purpose of the announcement of the rights offer is solely to comply with the mandatory provisions of the Federal Republic of Germany and aims neither the sale or publication of the rights offer in accordance with provisions of jurisdictions other than the Federal Republic of Germany nor any public advertising for the laws of other jurisdictions than that of the Federal Republic of Germany the subscription offer.

Publishing, sending, distributing or reproducing the Rights Offering or a summary or other description of the terms contained in the Rights Offering may be subject to restrictions abroad. With the exception of the publication in the Federal Gazette and the distribution of the subscription offer with the company's approval, the rights offer may not be published, sent, distributed or disclosed by third parties, either directly or indirectly in or in other countries, as far as prohibited by the applicable foreign regulations or by compliance with regulatory procedures or the granting of a license. This also applies to a summary or other description of the terms contained in this Rights Offering. The Company does not warrant that the publication, dispatch, distribution or transfer of the subscription offer outside the Federal Republic of Germany is in accordance with the respectively applicable legal provisions.

The acceptance of this offer outside the Federal Republic of Germany may be subject to restrictions. Persons wishing to accept the offer outside the Federal Republic of Germany are requested to obtain information about any restrictions existing outside the Federal Republic of Germany.


A public offer outside the Federal Republic of Germany, in particular in the United States of America, Japan, Canada and Australia, does not take place. The New Shares are not and will not be subject to the requirements of U.S.. Securities Act of 1933, as amended ("Securities Act") are still registered with the securities regulatory authorities of the United States of America. The New Shares may not be offered, exercised, traded or directly or indirectly delivered in the United States of America except as required by the registration requirements of the Securities Act and the securities laws of each of the United States States.

 

Troisdorf, 04.05.2018

AFKEM AG 
Christian Tietz
Chief Executive Officer

Grafische Darstellung
AFKEM AG

Brüsseler Straße 15
53842 Troisdorf
Germany

Contact

Phone: +49 2241 253 660 0
Fax: +49 2241 253 660 70
E-Mail: info[at]afkem.ag

Chief Executive Officer

Christian Tietz
Siegburg District Court:
HRB 14761