18 June 2018
Today, the management board of Wolford AG set the subscription period from 21 June until and including 5 July 2018 as well as the value date of 11 July 2018 for the ordinary capital increase from currently EUR 36,500,000 to EUR 48,848,227.88 by issue of 1,719,151 new shares.
As already resolved upon by the extraordinary general meeting, the subscription price per new share amounts to EUR 12.80 and the subscription ratio is 20:7 (20 subscription rights entitle to subscribe for 7 new shares). For each existing share of Wolford AG held (on 18 June 2018, 23:59 Central European Summer Time), one subscription right will be granted. The new shares have the ISIN AT0000A21A30. Trading in subscription rights (auction trading) will take place on the Vienna Stock Exchange from 28 June 2018 until and including 2 July 2018. The subscription announcement will be published on 19 June 2018 in the Official Gazette of Wiener Zeitung.
Fosun Industrial Holdings Limited committed to subscribe for and accept all new shares not subscribed for in the rights offering. Therefore, Fosun Industrial Holdings Limited has committed that the capital increase will be fully subscribed for.
The prospectus drawn up in compliance with the Austrian Capital Markets Act (KMG) and the Prospectus Regulation for the subscription offer in Austria is approved by the Austrian Financial Market Authority on 18 June 2018. The prospectus is available from 18 June 2018 on the website of Wolford AG (https://company.wolford.com/investor-relations/capital-increase) and free of charge at the company’s seat (Wolfordstraße 1, 6900 Bregenz) during normal business hours.
Due to the mandatory takeover offer (§ 22 Austrian Takeover Act) of Fosun Industrial Holdings Limited as of 6 April 2018 the new shares to be issued in the capital increase will have the ISIN AT0000A21A48 until the end of the additional acceptance period of the takeover offer (§ 19 Abs 3 Z 1 Austrian Takeover Act; expected for 14 August 2018) and will have the same ISIN as the existing shares of Wolford AG afterwards (ISIN AT0000834007). It is explicitly stated that new shares acquired in the course of the capital increase are not subject to the takeover offer of Fosun Industrial Holdings Limited and, hence, are not entitled for tender into the takeover offer. The new shares will be listed in the Standard Market Auction segment of the Vienna Stock Exchange until their ISIN has been aligned with the ISIN of the existing shares of Wolford AG (expected for mid-August 2018).
Shares, which have been tendered during the additional acceptance period of the takeover offer of Fosun Industrial Holdings Limited to the tender agent for the takeover offer and, as a result, have instead of the previous ISIN been assigned the ISIN AT0000A20EF4, entitle to the same receipt of subscription rights like the existing shares of
Wolford AG (ISIN AT0000834007).
Disclaimer: A public offering of new shares will exclusively be made in the Republic of Austria on the basis of a prospectus approved by the Austrian Financial Market Authority and published in accordance with the Austrian Capital Market Act (Kapitalmarktgesetz), as supplemented from time to time. The new shares have not been and will not be registered under the U.S. Securities Act. Wolford AG does not intend to register any part of the offering in the United States. There will be no public offering of the new shares in the United States of America or in other countries except for the Republic of Austria.