DGAP-Adhoc: zooplus AG: Capital increase resolved


zooplus AG  / Key word(s): Capital Increase/Corporate Action

17.11.2014 18:15

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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THIS RELEASE AND THE INFORMATION CONTAINED HEREIN IS NOT BEING ISSUED AND
MAY NOT BE DISTRIBUTED IN THE UNITED STATES OF AMERICA

zooplus AG resolves on capital increase

Munich, November 17, 2014 - The Management Board of zooplus AG, Munich,
(WKN 511170, ISIN DE0005111702, ticker symbol ZO1) today resolved, with the
approval of the Supervisory Board, on the issuance of up to 610.039 new
no-par value bearer shares (corresponds to approx. 10% of the registered
issued capital) by way of capital increase out of the Company's authorized
capital under the exclusion of subscription rights of the existing
shareholders. The newly issued shares will be offered by way of private
placement via an accelerated bookbuilding to international institutional
investors. Deutsche Bank is Sole Bookrunner to the transaction.

The net proceeds from the capital increase shall be used to further finance
the planned continued strong growth of the Company.

Bookbuilding will commence immediately. It is anticipated that books will
close tomorrow, November 18, 2014, although zooplus AG and Deutsche Bank
reserve the right to close the books at any time.

zooplus AG is expected to determine the placement price for the new shares
tomorrow, November 18, 2014. The new shares will participate in dividends
with effect from January 1, 2014 and are scheduled to be admitted to
listing without prospectus on the Frankfurt Stock Exchange as well as on
the sub-sector of the Regulated Market with additional obligations arising
from admission (Prime Standard).

< End of Ad-hoc-Announcement>

 
DISCLAIMER
This release is for information purposes only and does not constitute an
offer to buy, sell, exchange or transfer securities, or a solicitation of
an offer to buy securities of zooplus AG (the "Issuer"), in the United
States of America, Germany or any other jurisdiction. Securities may not be
offered or sold in the United States of America absent registration or an
exemption from registration under the U.S. Securities Act of 1933, as
amended (the "Securities Act"). The securities described herein have not
been and will not be registered under the Securities Act, or the laws of
any State, and may not be offered or sold within the United States of
America, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable State laws. Neither the Issuer nor any other person
participating in the transaction described herein intends to register in
connection with this notice any securities described herein in the United
States of America or in any other jurisdiction within the United States of
America, or to conduct a public offering of securities in the United States
of America.

Deutsche Bank AG is acting solely for the Issuer and no one else and will
not be responsible for providing the protections afforded to customers of
Deutsche Bank AG nor for providing advice in relation to the transaction.

The shares may not be offered to the public in any jurisdiction in
circumstances which would require the preparation or registration of any
prospectus or offering document relating to the shares in such
jurisdiction.

No action has been taken by the Issuer or Deutsche Bank AG or any of their
respective affiliates that would permit an offering of the shares or
possession or distribution of this announcement or any other offering or
publicity material relating to such securities in any jurisdiction where
action for that purpose is required.

In member states of the European Economic Area ("EEA"), this announcement
and any offer if made subsequently is directed only at persons who are
"qualified investors" within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). Any
person in the EEA who acquires the securities in any offer (an "Investor")
or to whom any offer of the securities is made will be deemed to have
represented and agreed that it is a Qualified Investor. Any Investor will
also be deemed to have represented and agreed that any securities acquired
by it in the offer have not been acquired on behalf of persons in the EEA
other than Qualified Investors or persons in the UK and other member states
(where equivalent legislation exists) for whom the Investor has authority
to make decisions on a wholly discretionary basis, nor have the securities
been acquired with a view to their offer or resale in the EEA to persons
where this would result in a requirement for publication by the Issuer or
Deutsche Bank AG of a prospectus pursuant to Article 3 of the Prospectus
Directive. The Issuer and Deutsche Bank AG and any of their affiliates, and
others will rely upon the truth and accuracy of the foregoing
representations and agreements.
 
Contact Investor Relations / Media:
Susanne Emich
cometis AG
Unter den Eichen 7
65195 Wiesbaden
Tel.: +49 (0)611-205855-15
Fax: +49 (0)611-205855-66
E-mail: emich@cometis.de
Web: http://www.cometis.de/


17.11.2014 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      zooplus AG
              Sonnenstraße 15
              80331 München
              Germany
Phone:        +49 (0)89 95 006 - 100
Fax:          +49 (0)89 95 006 - 500
E-mail:       contact@zooplus.com
Internet:     www.zooplus.de
ISIN:         DE0005111702
WKN:          511170
Indices:      SDAX
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in Berlin, Düsseldorf, Stuttgart
 
End of Announcement                             DGAP News-Service
 
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