DGAP-Adhoc: Capital Stage AG resolves on capital increase

Capital Stage AG / Key word(s): Capital Increase

08.10.2013 08:33

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT FOR PUBLICATION OR
DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

Hamburg, 8 October 2013 - Today, the Management Board of solar and wind
park operator Capital Stage AG (ISIN: DE0006095003 / WKN: 609500), with
consent of the Supervisory Board, has resolved to conduct a capital
increase against cash contribution from the authorized capital. The capital
increase is predominantly intended to finance the further expansion of
Capital Stage Group's business activities. Based on the authorization of
the Annual General Meeting of Capital Stage AG of 18 June 2013, 13,516,249
new non-par value ordinary bearer shares ('New Shares') shall be issued for
this purpose, increasing the share capital from currently 54,064,999.00
euro by 13,516,249.00 euro to 67,581,248,00 euro. The capital increase will
be accompanied by Joh. Berenberg, Gossler & Co. KG ('Berenberg') as Sole
Global Coordinator and Sole Bookrunner as well as WGZ BANK AG Westdeutsche
Genossenschafts-Zentralbank ('WGZ') as Co-Manager.

The New Shares shall be offered to the shareholders of Capital Stage AG by
way of indirect subscription rights. The subscription ratio is 4:1, that
means four existing shares of Capital Stage AG entitle the bearer to
purchase one new share at the subscription price. The subscription period
shall start on 10 October 2013 and end on 23 October 2013. Trading in
subscription rights will neither be organized nor is it envisaged by either
Capital Stage AG or by Berenberg acting as subscription agent or by WGZ.

The major shareholders of Capital Stage AG AMCO Service GmbH (28.08%) Dr.
Liedtke Vermögensverwaltung GmbH (10.12%), Albert Büll
Beteiligungsgesellschaft mbH (5.52%) and RTG Beteiligungs GmbH (2.24%) will
assign a total of 24,846,133 subscription rights, bearing the right to
purchase 6,211,533 New Shares, to Berenberg. Berenberg and WGZ will offer
the New Shares on 8 and 9 October 2013 for purchase in a pre-placement via
an accelerated bookbuilding procedure to qualified investors outside the
USA in accordance with Regulation S of the U.S. Securities Act dated 1933
and the legislation enacted on the basis thereof as amended from time to
time (the 'Securities Act'), as well as outside of Canada, Japan and
Australia. With this pre-placement Capital Stage AG intends to further
diversify its shareholder base, increase the free float and support the
shares' liquidity.

The offer price determined in the course of the pre-placement will also be
the subscription price for the subscription offer. The subscription and
offer price will be announced ad-hoc immediately after completion of the
pre-placement on or about October 9, 2013. New Shares potentially not
placed in the course of the pre-placement or not subscribed during the
subscription offer will be offered by Berenberg and WGZ to qualified
investors outside the USA according to Regulation S of the Securities Act
as well as outside Canada, Japan and Australia after the expiry of the
subscription period. Berenberg has undertaken in an underwriting agreement
- subject to market standard conditions and withdrawal rights - to
underwrite any remaining New Shares not placed or not subscribed at
subscription price.

The New Shares are carrying dividend rights from 1 January 2013 and are
expected to be included into the existing listing on 14 October 2013.

Capital Stage AG plans to use the net proceeds from the issue of the New
Shares predominantly for financing the further expansion of the business
activities of the Capital Stage Group, especially for investments in solar
and wind parks.

The securities prospectus referred to in the offer of the New Shares is
expected to be approved by the Federal Supervisory Authority for Financial
Services (BaFin) and published today. The entire subscription offer is
expected to be published on 9 October 2013 in the Federal Gazette
(Bundesanzeiger) as well as on the website of Capital Stage AG
(www.capitalstage.com).

Disclaimer
This publication constitutes neither an offer to sell nor a solicitation to
buy securities. The offer will be made solely by means of, and on the basis
of, a securities prospectus which is to be approved by BaFin prior to its
publication. The securities prospectus will be available free of charge
from the Company (Große Elbstraße 45, 22767 Hamburg, Germany; Fax no. +49
(0)40 378 562 129), Joh. Berenberg, Gossler & Co. KG (Fax no. +49 (69)
913090335), WGZ (Fax no. +49 (211) 778 2888 or on the website of the
Company (www.capitalstage.com).

This document is not an offer of securities for sale 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 shares in Capital Stage AG
have not been and will not be registered under the U.S. Securities Act of
1933, as amended, and are not being and will not be offered or sold in the
United States of America.

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Information and Explaination of the Issuer to this News:

For further information about the company, please visit
www.capitalstage.com

For further information:

Karen Westphal
Capital Stage AG
Tel.: + 49 (0)40 378 562 235
Fax: + 49 (0)40 378 562 129
Email: karen.westphal@capitalstage.com

Sebastian Bucher
Kirchhoff Consult AG
Tel.: +49 (0)40 6091 8618
Fax: +49 (0)40 6091 8660
Email: sebastian.bucher@kirchhoff.de

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Language: English
Company: Capital Stage AG
Große Elbstraße 45
22767 Hamburg
Germany
Phone: +49 4037 85 62 -0
Fax: +49 4037 85 62 -129
E-mail: info@capitalstage.com
Internet: www.capitalstage.com
ISIN: DE0006095003
WKN: 609500
Listed: Regulierter Markt in Frankfurt (Prime Standard), Hamburg;
Freiverkehr in Berlin, Düsseldorf, München, Stuttgart

End of Announcement DGAP News-Service

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