DGAP-Adhoc: SURTECO SE: Resolution passed on a capital increase for cash

SURTECO SE / Key word(s): Capital Increase

30.10.2013 08:23

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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Ad-hoc Release pursuant to Article 15 Securities Trading Act (WpHG)

30 October 2013

SURTECO SE: Resolution passed on a capital increase for cash

Buttenwiesen-Pfaffenhofen, 30 October 2013 - The Board of Management and
the Supervisory Board of SURTECO SE ('Company') today passed a resolution
to increase the capital stock of the Company by EUR 4,430,209 from EUR
11,075,522 to EUR 15,505,731 by issuing 4,430,209 new no-par value bearer
shares without nominal value, each share representing a proportionate
amount in the capital stock of EUR 1.00 and with full participation in
profits from 1 January 2013 ('New Shares') by way of a capital increase
against cash contribution from authorised capital with subscription rights
for shareholders.

The Company is planning to use the proceeds arising from the capital
increase to finance the takeover of all shares in the companies of the
Süddekor Group.

The new shares will be taken up at the lowest issue amount by Joh.
Berenberg, Gossler & Co. KG, Hamburg ('Berenberg'), who will manage the
offer as the Sole Lead Manager and Sole Bookrunner, and Berenberg will
offer the shares to shareholders by way of an indirect subscription right
based on a subscription offer expected to be published in the Federal
Gazette (Bundesanzeiger) on 31 October 2013. The issue ratio is expected to
be 5:2 and this means that every five existing shares in the Company will
entail an entitlement to two New Shares. The subscription period is likely
to start on 1 November 2013 and end on 14 November 2013. Neither the
company nor Berenberg will organise or assist trading in subscription
rights.

Some shareholders of the Company have a total of 7,004,329 subscription
rights, which can be assigned to Berenberg with entitlement to subscribe to
2,801,730 New Shares. Berenberg will offer a corresponding number of New
Shares for acquisition to qualified investors outside the USA in a
pre-placement through an accelerated book-building procedure pursuant to
Regulation S of the US Securities Act and outside Canada, Japan and
Australia. The Company intends to use the pre-placement to expand its
shareholder structure, increase the free float and support liquidity in the
stock.

The placement price determined within the framework of pre-placement also
determines the subscription price for the capital increase for cash and
will be announced immediately after completing the pre-placement on or
around 31 October 2013. After expiry of the subscription deadline,
Berenberg will offer any New Shares not placed in the pre-placement or
subscribed in the course of the subscription offer to qualified investors
outside the USA pursuant to Regulation S of the U.S. Securities Act and
outside Canada, Japan and Australia. Under an underwriting agreement,
Berenberg shall take on - subject to standard market conditions and
statutory withdrawal rights - any unplaced/unsubscribed remaining New
Shares against payment of the subscription price.

The New Shares are likely to be admitted to trading on the regulated market
(Prime Standard) of the Frankfurt Stock Exchange on 4 November 2013 and are
likely to be included in the existing listing on 5 November 2013.

This publication constitutes neither an offer to sell nor a solicitation to
buy or subscribe to securities. Any such offer will be made solely on the
basis of the Securities Prospectus to be published and registered with the
German Financial Supervisory Authority (BaFin). The information legally
required to be provided to investors is contained only in the Securities
Prospectus.

The information contained herein is not for distribution, directly or
indirectly, in or into the United States of America (including its
territories and possessions or any State of the United States of America or
the District of Columbia) and must not be distributed to U.S. persons (as
defined in Regulation S under the U.S. Securities Act of 1933, as amended
('Securities Act')) or publications with a general circulation in the
United States of America. This publication does not constitute or form part
of any offer or solicitation to purchase or subscribe for securities in the
United States of America. The Securities have not been and will not be
registered under the Securities Act and may not be offered or sold in the
United States of America absent registration or an exemption from
registration under the Securities Act, as amended. The Issuer does not
intend to register any portion of the offering in the United States of
America or to conduct a public offering of the Securities in the United
States of America.

This publication is not an offer of securities for sale in the United
Kingdom, Canada, Japan or Australia.

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Language: English
Company: SURTECO SE
Johan-Viktor-Bausch-Str. 2
86647 Buttenwiesen-Pfaffenhofen
Germany
Phone: +49 (0)8274 99 88-0
Fax: +49 (0)8274 99 88-5 05
E-mail: ir@surteco.com
Internet: www.surteco.com
ISIN: DE0005176903
WKN: 517 690
Listed: Regulierter Markt in Frankfurt (Prime Standard), München;
Freiverkehr in Berlin, Düsseldorf, Stuttgart

End of Announcement DGAP News-Service

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