GESCO AG resolves cash capital increase


GESCO AG successfully concludes cash capital increase without subscription right
Ad hoc notification in accordance with Section 15 WpHG (Securities Trading Act) – capital increase

Wuppertal, 16 March 2007 – Prime Standard listed holding company GESCO AG has successfully placed 274,000 new GESCO shares with German and international institutional investors via an accelerated book-building transaction. This represents around 10 % of the current share capital. The issue price was EUR 36.00 per share. The volume amounted to EUR 9,864,000.00 million. Frankfurt investment bank equinet acted as sole lead manager and sole bookrunner of the transaction. Demand was significantly higher than the offer.
The Executive Board of GESCO AG has resolved, in agreement with the Supervisory Board, to increase the company’s share capital using the authorised capital by EUR 712,400.00 to EUR 7,859,800.00 by issuing 274,000 new bearer shares with a calculated portion of GESCO AG share capital of EUR 2.60 per share at an offer amount of EUR 36,00 per share, giving a total offer amount of EUR 9,864,000.00. The new shares will be fully eligible for dividend payments for financial year 2006/2007, i.e. from 1 April 2006. The shareholders’ subscription right is excluded under Section 5 para. 6 lit.c of the Articles of Association as the new shares from the capital increase against cash deposits are being issued at a price that is not significantly lower than the stock exchange price and the total number of shares issued using the authorised capital does not exceed 10 % of the share capital at the time of issue.
The entry of the capital increase into the commercial register at the district court of Wuppertal and the authorisation of the new shares will be sought immediately.
Issue proceeds are intended to finance the acquisition of further medium-sized industrials, as per the GESCO business model.

Important information:
The information contained in this notification is not for publication or transmission in Canada, Australia or Japan and does not constitute an offer of the purchase of securities in these countries.
The issuing of shares and the distribution of this notification and other information connected with the issuing in certain legal systems may be subject to statutory restrictions and anyone finding themselves in possession of documentation cited in this notification or other information should be informed of and observe all such restrictions. Non-observance of these restrictions may constitute a violation of the Securities Trading Act of the legal system concerned.
This notification does not constitute an offer of the purchase of securities in the United States of America. In the United Kingdom, this notification will only be distributed to (i) professional investors categorised as such under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (ii) companies and persons of high net worth categorised as such under Article 49(2)(a) to (d) of the Order (such persons are categorised as “qualified persons