AT&S Austria Technologie & Systemtechnik Aktiengesellschaft hereby announces pursuant to section 93 (2) Stock Exchange Act to have been notified by Dörflinger-Privatstiftung (FN 182519k) and Dörflinger Management & Beteiligungs GmbH (FN 203507a) pursuant to section 91 and section 91a Stock Exchange Act as follows:
Dörflinger-Privatstiftung is the main shareholder of Dörflinger Management & Beteiligungs GmbH (hereinafter “DMB”) and holds 99.9987% of its shares.
AT & S Austria Technologie & Systemtechnik Aktiengesellschaft (hereinafter “AT&S”) is currently conducting a capital increase and envisages increasing its share capital to 38,850,000 shares by issuing 12,950,000 new shares.
In the course of this transaction Dörflinger-Privatstiftung, Joh. Berenberg, Gossler & Co KG and Erste Group Bank AG as Joint Lead Managers and AT & S have entered into a “Principal Shareholder Agreement” on 18.9.2013.
Main content of such “Principal Shareholder Agreement” is, inter alia,
- that Dörflinger-Privatstiftung waives its subscription rights relating to 783,237 shares and transfers such subscription rights to Erste Group Bank AG in order to facilitate a “Pre-placement” as described in the prospectus that has been published in the course of the capital increase;
- that Dörflinger-Privatstiftung transfers its subscription rights relating to 3,461,538 shares (corresponding to 2,307,692 new shares) to DMB with effect of 19. September 2013.
- upon implementation and registration of the capital increase of AT&S Dörflinger-Privatstiftung will still hold 4,594,688 shares and thus 11,83% of the voting rights based on a total number of 38,850,000 issued shares. Upon implementation and registration of the capital increase Dörflinger-Privatstiftung will therefore fall below the 15% voting rights threshold, but not below the 10% voting rights threshold and will presumably hold 11,83% of the voting rights in AT&S. This is hereby announced pursuant to section 91 BörseG.
- on 19 September 2013, DMB acquired subscription rights which entitle to the acquisition of 2.307.692 new shares in AT&S. After exercising such subscription rights (such rights have to be exercised until 3 October 2013 at the latest) and upon registration of the capital increase DMB is expected to hold more than 5%, but less than 10% of the voting rights in AT&S. DMB is expected to hold 5.94% of the voting rights in AT&S. Upon registration of the capital increase Dörflinger-Privatstiftung and DMB together are expected to hold presumably 17.77% of the voting rights in AT&S, thus more than 15% but less than 20% of the voting rights. The acquisition of such subscription rights and the consequence thereof is hereby announced pursuant to section 91a BörseG.
For more information, please contact:
AT & S
Media and Investor Relations:
Martin Theyer, Tel.: +43-676 89555909
Internet: www.ats.netSeptember 20, 2013 16:01