GESCO AG resolves cash capital increase


Wuppertal, 8 September 2005 – The Executive Board of GESCO AG, with the consent of the Supervisory Board, has resolved to increase the shareholders’ capital of the company by EUR 647,400.00 to EUR 7,147,400.00 utilising authorised capital through the issue of 249,000 new no-par bearer shares with a pro rata share in GESCO AG’s share capital of EUR 2.60 per share. The issue price will stand at EUR 27.40 per share, accounting for a total issue amount of EUR 6,822,600.00. The new shares will carry full dividend entitlement from financial year 2005/2006, i.e. from 1 April 2005. The shareholders’ subscription right is excluded in accordance with § 5 para. 6 c of the articles of association because the new shares resulting from the capital increase against cash contributions are being issued at a price which is not significantly lower than the stock exchange price and the number of shares issued by utilising authorised capital does not exceed 10 % of the share capital at the time of issue.

The shares were placed with institutional investors at the issue price by the Frankfurt-based investment bank, equinet. Demand was several times higher than the offer. All the necessary measures for entry of the capital increase in the commercial register of the Wuppertal district court and admission of the shares will immediately be set in motion.

The issue proceeds of around EUR 6.8 million will be used in part to pay for the acquisition of the Dömer Group, which was carried out on 30 August 2005, and in part to make further acquisitions of industrial SMEs.