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Heidelberg(ots Ad hoc-Service) - Capital and ownership structure
to be further enhanced Heidelberg, 30 September 2000 - MLP AG
Heidelberg is to undertake a major revision of its capital structure,
with the aim of aligning its ownership and organisational structure
with the future business strategy and targets of its member
companies. MLP plans to unify its share capital, as a result of which
its current preference share capital will cease to exist. At the same
time, MLP will buy out the minority interests in its subsidiaries, by
means of a share increase in the Parent. No cash payment is involved.
The object of the measures is to underpin the future dynamic
development of MLP, with a flexible modern capital structure, and, at
the same time, to enable all shareholders to participate on equal
terms in the future success of the Group. In addition, MLP's new
structure represents the best practice in international corporate
Preference shares will be converted into ordinary shares at an
exchange ratio of 1 for 1 MLP will propose to an EGM on 17th November
that the current 39.6m preference shares be converted into an equal
number of ordinary shares, following which the Company's issued
capital will comprise some 79.2m ordinary shares.
Capital increase of up to 37,25 percent At the same time, MLP will
streamline and focus its ownership structure, by buying out the
minority interests in MLP Lebensversicherung AG, MLP
Vermögensverwaltung AG, MLP Versicherung AG and MLP Login GmbH in
exchange for new shares in MLP AG.
For purposes of this transaction, the additional authorised
capital will enable the Management Board of MLP AG, in conjunction
with the Supervisory Board, to undertake the necessary capital
increase of up to Euro 29.5m by issuing up to 29.5m ordinary shares.
The holdings of minority shareholders in the subsidiaries will be
exchanged against shares from the increased authorised capital.
For purposes of this transaction, the individual Group member
companies have been valued on the basis of an analysis of their
expected future business development and growth potential. In order
to reflect the benefit accruing to the holders of the minority
interests in the subsidiaries, who will receive a liquid, quoted
share in exchange for an unquoted security, a substantial discount
has been applied to the valuation of the minorities being acquired.
Currently, MLP AG owns 42 percent of MLP Lebensversicherung AG and
some 50% of the other partially owned subsidiaries. The remaining
shares in the subsidiaries are held by consultants, employees and the
major family shareholders.
MLP's market capitalisation increases substantially as a result of
this capital issue. This will further strengthen the potential claim
of MLP shares for further membership of the leading European indices.
The planned EGM of MLP AG on 17th November will be required to
authorise the proposed measures.
Fox-Pitt, Kelton ("FPK"), London, a leading specialist investment
bank in the financial institutions sector, has been appointed by MLP
AG as its advisor. FPK will provide the Supervisory Board and the
Management Board of MLP AG with an opinion as to the fairness of the
terms of the transaction for MLP AG shareholders.
Investor Relations: Jutta Funck Tel.: +49 (0) 62 21-3 08-3 30 Fax:
+49 (0) 62 21-3 08-2 58 Mobil: +49 (0) 1 72-6 26 54 46 E-Mail:
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