DGAP-News: Ultrasonic AG: Annual General Meeting of Ultrasonic AG agrees to the concept of profit participation
(firmenpresse) - DGAP-News: Ultrasonic AG / Key word(s): AGM/EGM/Miscellaneous
Ultrasonic AG: Annual General Meeting of Ultrasonic AG agrees to the
concept of profit participation
06.07.2012 / 15:40
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Annual General Meeting of Ultrasonic AG agrees to the concept of profit
participation
- Implementation of concept for profit participation is intended for the
third quarter 2012
- 100% approval to all agenda items
Frankfurt, 6 July 2012 - The annual general meeting (AGM) of Ultrasonic AG
(ISIN DE000A1KREX3, US5), the German holding of an established Chinese
manufacturer and provider of high quality branded urban footwear products,
which is listed in the Prime Standard of the Frankfurt Stock Exchange,
today has adopted all resolutions with 100 percent approval.
Items on the agenda next to the resolutions regarding the implementation of
the profit participation, which essentially will place shareholders
economically in the same situation as if they received a dividend payment,
were the resolutions regarding the discharge of the Management Board and
the Supervisory Board, the new appointment of the Supervisory Board and the
remuneration of the Supervisory Board as well as the election of the
auditor of the financial statements and consolidated financial statements.
Thereby, the acting Supervisory Board was confirmed in office and the
acting auditor of the financial statements and consolidated financial
statements was also appointed for the financial year 2012.
To implement the concept of the profit participation for the shareholders,
the AGM resolved, among others, a capital increase out of company funds,
with each shareholder receiving one new no-par share (bonus share) for
every 13 existing shares. Until 15 September 2012, the company will make a
public tender offer to all shareholders to buy back the bonus shares. The
purchase offer will be restricted to the bonus shares. Restricting the
share buy-back to the bonus shares is designed to ensure that from the
shareholders' viewpoint the economic position is as close as possible to a
dividend payment. The purchase price for the bonus shares under the tender
offer may not be more than 5% above or below the volume-weighted average
trading price of Ultrasonic shares in Xetra trading on the last five
trading days before the date on which the offer is published. The maximum
price is EUR 9.00 per bonus share.
Shareholders will be free to decide whether or not to take up this tender
offer. Shareholders who do not accept the offer simply keep the bonus
share(s). Immediately after the completion of the public tender offer the
bonus shares will be included in the Prime Standard listing.
For example, shareholders, who intend to accept the proposed tender offer,
would realize a calculated profit participation of about EUR 0.69 per
share, based on a potential buy-back price of EUR 9.00 (EUR 9.00 gross sale
proceeds for each 13 shares held originally).
With regard to the volume of the proposed public tender offer to the
shareholders, it should be noted that the major shareholder has given the
company a binding legal undertaking not to sell any shares into the offer.
The detailed voting results of the AGM 2012 are available on the company's
website under www.ultrasonic-ag.de in the section Investor Relations/Annual
General Meeting.
About Ultrasonic
The Cologne based Ultrasonic AG is the German holding of the Chinese
Ultrasonic-Group, an established manufacturer and provider of high quality
branded urban footwear. With around 1,400 employees the Group operates in
three market segments, each of which contributing about a third to the
Group's revenue. Ultrasonic produces sandals and slippers for the upper
price segment and is a long-term supplier of shoe soles for leading
manufacturers of the booming Chinese sport shoe industry such as Anta, Xtep
and Unisuper. Moreover, the Company has successfully established its own
'Urban Footwear' collection which is marketed under the brand ULTRASONIC
and specifically designed to the needs and taste of the growing urban
middle class. Ultrasonic's branded urban footwear collection is currently
marketed in more than 90 Ultrasonic mono-label shops, that realize selling
prices in a range from RMB 400 to 1,200 per pair, which is equivalent to
approx. EUR 50 to 140. Within the last three years Ultrasonic's business
had a compounded annual growth rate of more than 34.4 percent. In FY2011,
the Company generated total revenues of EUR 119.4 million and achieved a
net profit of EUR 24.9 million.
For further information about the company visit: www.ultrasonic-ag.de
Disclaimer:
This document is no offer for the purchase of securities in the United
States of America. Securities may only be sold or offered for sale with the
previous registration under the U.S. Securities Act of 1933 in the actual
valid version or without previous registration only pursuant to an
exemption. The shares of Ultrasonic AG (the 'Shares') have not been
registered under the U.S. Securities Act of 1933 in the actual valid
version and may not be sold or offered in the United States.
This document is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) to investment
professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (iii)
high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as 'relevant persons'). The Shares,
which are referred to, are only available to relevant persons and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire
such securities will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on this document or any
of its contents.
Chi Kwong Clifford Chan
Member of the Management Board and CFO
Email: clifford.chan(at)suoli.cc
Phone +86 1525 947 9902 (China)
Phone +852 966 227 40 (Hong Kong)
End of Corporate News
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06.07.2012 Dissemination of a Corporate News, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Language: English
Company: Ultrasonic AG
c/o BPG Beratungsund Prüfungsgesellschaft mbH,
Graf-Adolf-Platz 12
40213 Düsseldorf
Germany
Phone: +49 (0)211 172 980; +86 1525 947 9902 (China); +852 966
227 40 (Hong Kong)
Fax: +49 (0)211 172 9829
E-mail: clifford.chan(at)suoli.cc
Internet: www.ultrasonic-ag.de
ISIN:DE000A1KREX3
WKN: A1KREX
Indices: CDAX, Classic All Share, DAXsector All Consumer, DAXsector
Consumer, DAXsubsector All Clothing&Footwear,
DAXsubsector Clothing&Footwear, Prime All Share
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Stuttgart
End of News DGAP News-Service
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176999 06.07.2012
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