DGAP-Adhoc: Gildemeister Aktiengesellschaft: Rights Offering with a Ratio of 4:1 - Subscription Price of EUR 14.50

DGAP-Adhoc: Gildemeister Aktiengesellschaft: Rights Offering with a Ratio of 
4:1 - Subscription Price of EUR 14.50

Gildemeister Aktiengesellschaft  / Key word(s): Capital Increase

28.08.2013 21:36

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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Bielefeld, August 28, 2013 - The Executive Board of GILDEMEISTER AG,
Bielefeld (ISIN DE0005878003) resolved today to implement the previously
announced rights offering and to increase the company's share capital by
EUR 40,046,731.40 (or approximately 24.3% of the current share capital) by
issuing 15,402,589 new bearer shares of common stock without par value (no
par shares) against cash contributions. The offering will make use of a
portion of the company's authorized capital. The new shares will have full
dividend rights for fiscal year 2013. A committee of the Supervisory Board
established to approve this transaction has approved the resolution.

The new shares are to be firmly underwritten by a bank and are to be
offered to shareholders for subscription at an attractive ratio of 4:1 -
deviating from the originally communicated ratio of 13:3 - by way of a
rights offering. Four subscription rights authorize shareholders to
subscribe for one new share. In order to ensure an even subscription ratio,
an existing shareholder has agreed to waive the exercise of one
subscription right. The subscription price per subscribed share is EUR
14.50.

The period for subscription for the new shares begins on August 30, 2013
and is expected to end on September 12, 2013. The subscription rights (ISIN
DE000A1X3YF9) for the new shares will be traded in the period from August
30, 2013 up to and including September 10, 2013 in the Regulated Market
segment (floor trading) of the Frankfurt Stock Exchange.

New shares that are not subscribed for in the rights offering will be
offered to qualified investors in private placements in certain
jurisdictions outside the United States of America, Canada and Australia in
accordance with Regulation S under the U. S. Securities Act of 1933, as
amended.

Mori Seiki Co., Ltd., Nagoya (Japan), which currently holds around 24.19 %
of the share capital of the company, has agreed with the company and the
underwriting bank to exercise its subscription rights in the rights
offering. In addition, the underwriting bank has agreed to acquire, at the
subscription price for the rights offering, any new shares that are not
subscribed for in the rights offering and are not placed as part of the
private placement.

GILDEMEISTER intends to use the net proceeds of approximately EUR 210
million from this capital increase predominantly for the purpose of further
developing its presence in the Russian market (especially for the
construction of a production andassembly plant in Ulyanovsk and the
expansion and renovation of a technology center in Moscow). Additional
parts of the net proceeds are to be used for expanding other technology
centers, modernizing existing production facilities, further developing
control software for machine tools and for generally expanding business
activities. In addition, any remaining part of the net proceeds from the
issue of the new shares is to be used to further strengthen the Company's
equity base.

The new shares, together with the shares issued in the capital increase
against contributions in kind implemented shortly before this rights
offering, are expected to be admitted to exchange trading on September 16,
2013. The shares are to be admitted to trading in the Regulated Market
segment of the Frankfurt Stock Exchange and to the sub-segment of the
Regulated Market with additional post-admission obligations (Prime
Standard) of the Frankfurt Stock Exchange and the Regulated Market segments
of the stock exchanges in Berlin and Düsseldorf. Inclusion of these shares
in the existing listing on the above stock exchanges is expected to occur
on September 17, 2013.

Subject to approval by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht), a securities prospectus
is expected to be published on August 29, 2013 and will be available from,
among other sources, the company.


GILDEMEISTER Aktiengesellschaft 
The Executive Board


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Information and Explaination of the Issuer to this News:

This document is an advertisement and not a prospectus. Investors should
not purchase or subscribe for any shares referred to in this document
except on the basis of information in the prospectus to be issued by
GILDEMEISTER Aktiengesellschaft in connection with the offering of such
shares. Copies of the prospectus will, following publication, be available
free of charge from GILDEMEISTER Aktiengesellschaft at Gildemeisterstraße
60, 33689 Bielefeld, Germany, or on GILDEMEISTER Aktiengesellschaft's
website (www.gildemeister.com).

This announcement is not an offer for sale of securities in the United
States or in any other jurisdiction in which such offer may be restricted.
The securities referred to herein may not be sold in the United States
absent registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended. GILDEMEISTER Aktiengesellschaft does
not intend to register all or any portion of the offering of the securities
in the United States or to conduct a public offering of the securities in
the United States or elsewhere, except for Germany.

This communication does not constitute an offer of securities to the public
in the United Kingdom. No prospectus has been or will be approved in the
United Kingdom in respect of the securities. This communication is being
distributed to and is directed only at (i) persons who are outside the
United Kingdom or (ii) persons who are investment professionals within the
meaning of Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the 'Order') and (iii) high net worth
entities, and other persons to whom it may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as 'Relevant Persons'). Any investment activity
to which this communication relates will only be available to and will only
be engaged with, Relevant Persons. Any person who is not a Relevant Person
should not act or rely on this document or any of its contents.

28.08.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      Gildemeister Aktiengesellschaft
              Gildemeisterstraße 60
              33689 Bielefeld
              Germany
Phone:        +49 (0)5205 74 30-01
Fax:          +49 (0)5205 74 30-81
E-mail:       info@gildemeister.com
Internet:     www.gildemeister.com
ISIN:         DE0005878003
WKN:          587800
Indices:      MDAX
Listed:       Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
              Standard); Freiverkehr in Hamburg, München, Stuttgart
 
End of Announcement                             DGAP News-Service
 
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