Ad-hoc-Announcement, 02.07.2007
TA Triumph-Adler AG resolves capital increase as a key element of refinancing
Nuremberg, July 2, 2007: As part of its strategic measures for refinancing, TA Triumph-Adler AG is to carry out a capital increase from approved capital against cash contribution. With the approval by the Supervisory Board, the requisite resolution was passed today, on July 2, 2007, by the Management Board. Up to 14,897,882 bearer shares are to be issued at a subscription price of EUR 1.88. The shareholders have a legal subscription right in the amount of their existing stake in the company. Moreover, the shareholders are to be granted an oversubscription in the same amount as the legal subscription right. Shares not subscribed by the shareholders as part of the legal subscription right and the oversubscription will be offered to institutional investors. There will be no trading in subscription rights.
The period for subscription will be two weeks, starting on July 6, 2007, at the latest. The company will also endeavor to have the shares swiftly admitted to the stock exchange.
Through a resolution passed by the Annual General Meeting of May 23, 2007, the share capital of € 103,637,440.00 was reduced by € 44,936,546.25 to € 58,700,893.75 by way of a simple reduction of capital for the purpose of covering losses, with the number of shares remaining unchanged at 40,483,375. The capital reduction has the effect of lowering the amount of the share capital attributable to the individual shares by € 1.11, from € 2.56 to € 1.45. The capital reduction was entered into the Commercial Register on June 19, 2007.
Legal action against the capital reduction was brought by one shareholder at the local court of Nuremberg; in the view of the company and its lawyers, this law suit has little chance of success. In the event that legal action should be successful, the registering of the capital increase might be delayed or the process of the capital increase might have to be reversed.
All in all, TA Triumph Adler AG is seeking full replacement of the existing debt financing. Alongside the capital increase now resolved, a mix of debt financing instruments is to be deployed. The intention is to have fully implemented the measures in the course of the next six to eight weeks.
Among other things, based on the current status of debt, this refinancing will reduce the interest expense accruing from the existing financing structure by almost € 5 million a year and, in addition, is the starting point for the envisaged growth of the company through acquisitions. At the same time, having strengthened its equity base, the company will counter the depreciation of deferred taxes in the consolidated balance sheet which will come about owing to the planned corporate tax reform.
In the first quarter of the financial year 2007, the specialist company for efficiency in the document business raised its sales by around 20 % to € 105.2 million, thus generating a quarterly profit of € 1.9 million. TA Triumph-Adler is planning to generate sales of more than € 500 million and an operating EBIT margin of 9 % by 2010 at the latest.
Contact:
TA Triumph-Adler AG
Suedwestpark 23
D - 90449 Nuremberg
Dr. Joachim Fleing
Phone: +49 / 911 / 68 98 - 499
Fax: +49 / 911 / 68 98 - 200
ir@ta.ag
www.triumph-adler.com
Bearer shares ISIN: DE0007495004,
admitted to official trading (Prime Standard) on the Frankfurt stock exchange and on all German regional exchanges
Important Information:
This press statement contains forward-looking statements that are based on the assumptions and estimations of the management of TA Triumph-Adler AG. Even though the management is of the opinion that these assumptions and estimations are correct, the actual future development and the actual future results of these assumptions and estimations may deviate materially owing to many different factors. These factors could include, for example, a change in the overall economic situation, exchange rates, interest rates as well as changes in the development of the market and changes to the competitive situation arising from technological change. TA Triumph-Adler AG undertakes no guarantee that the future development and the actual future results achieved will meet the assumptions and estimations expressed in this press statement, nor does it assume any liability in this regard.