AGM of YOC AG agrees to an increase of cash capital / totalling 1,300,000 euros
AGM of YOC AG agrees to an increase of cash capital by issuing regular shares with subscription rights for a nominal 571,000 euros / new authorised capital totalling 1,300,000 euros / contingent capital increase rejected / new Supervisory Board elections
Berlin, 10 June 2013, 17:14
YOC AG (Frankfurt, Prime Standard, ISIN DE0005932735) has announced that the Annual General Meeting on 6 June 2013 agreed to raise up to 571,700 euros in cash capital by issuing regular shares with subscription rights.
YOC AG shareholders receive subscription rights to the new shares to ensure their ability to keep their shareholding percentages in YOC undiluted. The shares will be offered to existing shareholders to acquire via indirect subscription at a ratio of five existing shares for one new share. Furthermore, unsubscribed shares will be offered to third parties in a private placement.
The newly issued shares are to be fully dividend-paying from 1 January 2013.
The share offering is slated for early to mid-July 2013 based on current planning.
The YOC AG Management Board will determine the subscription price, number of shares to be issued and other details concerning the share offering at a later date, subject to Supervisory Board approval.
No declarations of intent or binding subscription commitments for the proposed share offering have yet been obtained.
The Annual General Meeting on 6 June 2013 additionally approved a new authorised capital programme, 2013/I, authorising the Management Board, with the approval of the Supervisory Board, to issue by 5 June 2018 at the latest, in one or more tranches, new shares for cash or contributions in kind to increase the company’s share capital by up to 1,300,000 euros. The shareholders of YOC AG will generally be granted subscription rights, though the Management Board is authorised to exclude subscription rights in certain cases. The exact wording of the resolution can be found in the Annual General Meeting agenda, which was published in the Federal Gazette on 30 April 2013.
YOC AG will now, without delay, register the capital increase for entry into the commercial regis-ter. The exact date of registration cannot be determined at present, as individual shareholders have lodged objections to all items on the agenda.
In contrast, the proposal made by the Management Board and the Supervisory Board to author-ise the issuance of options and convertible bonds with the exclusion of subscription rights, the creation of additional contingent capital and the corresponding amendments to the Articles of Association was rejected by the AGM on 6 June 2013.
Lastly, the Annual General Meeting on 6 June 2013 recalled the members of the Supervisory Board, Mr Oliver Borrmann and Mr Peter Zühlsdorff, and appointed Dr Bernhard Heiss, attorney-at-law, resident of Munich, and Mr Ludwig Prinz zu Salm-Salm, media consultant, in their places as members of the Supervisory Board.
Mr Gerd Schmitz-Morkramer resigned as member of the Supervisory Board effective at the con-clusion of the 2013 Annual General Meeting. To replace him, the Annual General Meeting on 6 June 2013 elected Dr Nikolaus Breuel, corporate consultant, resident of Berlin, to the Supervi-sory Board.
During its constitutive meeting on 6 June 2013, the Supervisory Board elected Dr Bernhard Heiss as Chair of the Supervisory Board.
This ad-hoc announcement constitutes neither an offer to sell nor a solicitation to buy securities. The information in this announcement is neither intended for transmission to the United States of America (USA) nor for use within the USA (including its territories and possessions, any State of the United States, and the District of Columbia) and may not be distributed or passed on to U.S. persons (as defined in Regulation S of the U.S. Securities Act of 1933 as amended) or publica-tions with a general circulation in the USA. This announcement constitutes neither an offering nor a solicitation to buy securities in the USA. The securities of YOC AG are not registered and will not be registered in accordance with the provisions in the Securities Act and may not be sold, offered or delivered in the USA or to a U.S. person without prior registration or exemption from the registration requirements. No public offering will be made for securities in the USA. This ad hoc announcement contains statements regarding future developments that are based on current evaluations and are made to the best knowledge of the management of YOC AG. Such statements with regard to future developments are subject to known and unknown risks, uncertainties and other factors that could cause the profit situation, profitability, value develop-ment or the performance of YOC AG to diverge from the profit situation, profitability, value de-velopment or performance that are expressly or implicitly assumed or described in the state-ments concerned. In view of the risks and uncertainties and other factors, readers of this ad hoc announcement should not rely on such statements to a disproportionate extent. YOC AG has no obligation to act in keeping with such statements regarding future developments or to alter its actions to accommodate future events and developments.
Berlin, 10 June 2013
– – The Management Board –
End of ad hoc announcement
Christina von Grauvogl