Linz, 1st December 2011. On 1st December 2011, the Management Board of Quanmax AG decided to increase S&T's share capital by means of authorised capital after having obtained the Supervisory Board's consent on the same day. In the course of this capital increase, the share capital of Quanmax AG of currently EUR 24,127,298.00, divided into 24,127,298 non-par value bearer shares with a pro rata amount of the share capital of EUR 1.00 per share, is increased in return for a cash contribution by an amount of up to EUR 2,680,810.00 to up to EUR 26,808,108.00 by issuing up to 2,680,810.00 new non-par value bearer shares with an arithmetical share in the share capital of EUR 1.00 per share ('New Shares'). The New Shares entitle the shareholders to a share in profits as of 1st January 2011. The New Shares are issued for a subscription price of EUR 1.70 per share. Only existing shareholders of the company are permitted to subscribe for the New Shares. The pre-emptive subscription rights may be transferred within the group of these shareholders. Pre-emptive subscription rights are not exchange traded. The subscription ratio is 9 : 1, i.e. nine (9) old shares entitle the shareholder to one (1) New Share. Where, as a result of the subscription ratio, shareholders are notionally entitled to fractions of shares, they are not entitled to New Shares or a cash payment in respect of the arising residual amounts.
The subscription period for the New Shares starts on 4 December 2011 and ends on 16 December 2011, 12:00 p.m. (CEST) Any New Shares offered for subscription, but not subscribed for, within the subscription period may be purchased exclusively by the shareholders at the subscription price under the so-called 'oversubscription privilege'. Each shareholder entitled to exercise subscription rights may make a binding offer for the purchase of New Shares in addition to the New Shares which he is entitled to subscribe for in accordance with the subscription ratio applicable to his old shares. Where, due to high demand for New Shares, it is not possible to allot all additional New Shares to all shareholders wishing to subscribe for them, offers for the purchase of additional New Shares will be taken into account in proportion to the ratio at which the statutory subscription rights were exercised, until the total cash capital increase volume referred to in clause 1 has been exhausted. The major core shareholders and the management have committed themselves to subscribe for up to 90% of the capital increase if not all subscription rights are exercised.
Each shareholder may exercise his subscription right via his custodian bank with VEM Aktienbank AG, Munich. VEM Aktienbank AG has committed itself to subscribe for all New Shares under a subscription agreement, to offer them for subscription by the shareholders by means of an indirect subscription right and to allot the shares subscribed for to the shareholders in return for payment of the subscription price according to the extent to which they have exercised their subscription rights after registration of the capital increase in the commercial register. The shareholder must pay the subscription price of EUR 1.70 per New Share via his custodian bank to VEM Aktienbank AG within the subscription period.
In total, the company may generate cash funds of up to EUR 4.5 million. The funds from the capital increase will strengthen the financial position of Quanmax AG and contribute to the total funding of the acquisition of S&T AG.
The offer for subscribing for shares of Quanmax AG is not a public offer. It is exclusively addressed to already existing shareholders of Quanmax AG.