EANS-Adhoc: HeidelbergCement AG / HeidelbergCement AG decides to implement a capital increase against cash contributions together with a placement of existing shares

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ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
adhoc with the aim of a Europe-wide distribution. The issuer is solely
responsible for the content of this announcement.
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13.09.2009

Today, the Managing Board of HeidelbergCement AG, with the consent of
the Supervisory Board, has decided to implement a capital increase
with subscription rights against cash contributions, subject to the
adoption of a pricing resolution anticipated to occur on 21st
September 2009. By utilizing its available authorized capital, the
company will increase its share capital by 50% through the issuance
of 62.5 million new shares against cash contributions. This capital
markets transaction is a continuation of the refinancing entered into
by the company and its major lending banks in June of 2009, and aims
to strengthen the company's equity base. The proceeds from the
capital increase will be used to repay the company´s existing
indebtedness.

The capital increase will be underwritten by a syndicate of banks
and, under the conditions set forth in the subscription rights
offering, the new shares will be offered indirectly to the company´s
shareholders for subscription in a ratio of 2:1, i.e. for every two
existing shares one new share can be acquired. The new shares are
entitled to receive dividends from 1st January 2009. The company´s
major shareholders (among others, Spohn Cement GmbH and VEM
Vermögensverwaltung GmbH), as well as certain banks that hold shares
in the company (the "Selling Shareholders") and certain other
shareholders of the company have undertaken to assign their
subscription rights, subject to the determination of the subscription
price, to the Global Coordinators in order to enable the new shares
attributable to them upon exercise of the subscription rights to be
placed in a private placement exclusively with institutional
investors. Concurrently with the placement of the new shares from the
capital increase, existing shares held by the Selling Shareholders in
an amount up to the number of new shares issued in the capital
increase will also be placed in a private placement exclusively with
institutional investors. The offering of the new shares and the
existing shares to institutional investors (the "Institutional
Offering") will be concluded prior to the commencement of the
subscription period for the subscription rights offering.

The subscription period for the new shares is expected to run from
and including 24th September 2009 to and including 7th October 2009,
with settlement expected to take place on 9th October 2009. Public
trading of the subscription rights will take place from and including
24th September 2009 to and including 5th October 2009 on the trading
floor of the Frankfurt Stock Exchange.

Both the subscription price for the new shares to be offered in the
indirect rights offering to shareholders and the offer price in the
Institutional Offering will be established, following the book
building for the Institutional Offering, by the Managing Board with
the consent of the Supervisory Board and in agreement with the
syndicate banks and the Selling Shareholders, such that both prices
will be the same. The subscription price and the offer price are
expected to be made public on 22nd September 2009.

Subject to approval by the German Financial Supervisory Authority,
the required prospectus in relation to the public offering of shares
is expected to be released on 14th September 2009, and will be made
available at http://www.heidelbergcement.com/global/en/company/invest
or_relations/capital_increase

Heidelberg, 13 September 2009
The Managing Board

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This release constitutes neither an offer to sell nor a solicitation
of an offer to buy any securities of HeidelbergCement AG. 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.

Ende der Mitteilung euro adhoc
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ots Originaltext: HeidelbergCement AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Dr. Ingo Schaffernak

+49(0)6221/481-366

ingo.schaffernak@heidelbergcement.com

Branche: Construction & Property
ISIN: DE0006047004
WKN: 604700
Index: Midcap Market Index, MDAX, CDAX, Classic All Share, HDAX,
Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Hannover / free trade
Stuttgart / regulated dealing
Düsseldorf / regulated dealing
München / regulated dealing