KUKA successfully complete capital increase
Augsburg, November 5, 2014. KUKA AG has successfully completed the capital increase under exclusion of shareholders' subscription rights announced today. The number of new shares to be issued is 1,792,884. The new shares are expected to be included on November 10, 2014 into the existing listing of KUKA shares on the Frankfurt Stock Exchange and the stock exchange in Munich. The new shares are entitled to dividends from January 1, 2014.
5 November 2014
Not for release, publication or distribution in or into the United States, Canada, Australia or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable laws.
The gross proceeds for the company from the capital increase will amount to EUR 87,851,316. The proceeds will be used to partially finance the public offer to shareholders of the Swiss logistics company Swisslog.
The new shares were offered by Joh. Berenberg, Gossler & Co. KG by means of an accelerated bookbuilding and were placed at price of EUR 49.00 per new share.
"The completed capital increase is an important milestone for the strategic future development of KUKA," said Dr. Till Reuter, CEO of KUKA AG. "Our planned acquisition of Swisslog and the automation of logistics processes aim to sustainably expand the volume of our general industry business, thereby providing opportunities in existing and new industry sectors."
This publication may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This publication does not constitute or form part of an offer of securities for sale or solicitation of an offer to purchase securities of KUKA
Aktiengesellschaft in the United States, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities of KUKA Aktiengesellschaft may not be offered or sold in the United States absent an applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or in a transaction not subject to the registration requirements of the Securities Act. The securities of KUKA Aktiengesellschaft have not been, and will not be, registered under the Securities Act. There will be no public offering of securities of KUKA Aktiengesellschaft in the United States.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
In connection with any offering of the shares of KUKA Aktiengesellschaft (the “Shares”), Joh. Berenberg, Gossler & Co. KG (“Berenberg”) and any of its respective affiliates acting as an investor for its own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for its own account such Shares. In addition Berenberg or its affiliates may enter into financing arrangements and swaps with investors in connection with which Berenberg (or its affiliates) may from time to time acquire, hold or dispose of Shares. Berenberg does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Berenberg is acting on behalf of KUKA Aktiengesellschaft and no one else in connection with any offering of the Shares and will not be responsible to any other person for providing the protections afforded to its clients nor for providing advice in relation to any offering of the Shares.
KUKA Aktiengesellschaft is an international enterprise with sales revenues of some EUR 1.8 billion and approximately 8,000 employees worldwide (as of 31 December 2013). The company focuses on robot-supported automation for industrial manufacturing processes and is one of the world’s leading suppliers of robotics, plant engineering and plant assembly services. KUKA’s business model is based on two business units: the Systems division which designs and builds automated systems and the Robotics division which supplies industrial robots, the core component of automated systems. The holding company and its two divisions are headquartered in Augsburg, Germany. Some 50 companies operate internationally for the automotive industry and in general industry markets.