DGAP-Adhoc: Gigaset AG: Capital increase out of authorized capital and issuance of convertible bond - backstop investor available subject to condition that investor achieves 30% of share capital - tak

Gigaset AG / Key word(s): Capital Increase/Mergers & Acquisitions

27.09.2013 10:51

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

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NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR
SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

Capital increase out of authorized capital and issuance of convertible bond
- backstop investor available subject to condition that investor achieves
30% of share capital - takeover bid expected

Munich, September 27, 2013. Gigaset AG today resolved to increase its
capital out of authorized capital and to issue convertible bonds. A
backstop investor agreed to acquire all new shares and convertible bonds
which remain unsubscribed after the exercise of the pre-emptive rights of
existing shareholders subject to the condition that the backstop investor
will obtain a minimum 30 % stake in Gigaset AG after such acquisition.
Subject tothe same condition, the investor will make substantial investment
into a new business segment to be established at Gigaset.

The Executive Board of Gigaset AG has today, with the approval of the
Supervisory Board, passed a resolution to increase the capital of the
Company out of authorized capital by up to 19,571,049.00 EUR (approximately
39% of the current share capital) against contributions in cash by issuing
up to 19,571,049 bearer shares of common stock without par value (no-par
shares). Existing shareholders enjoy their statutory pre-emptive rights.
The new shares will carry full dividend rights as of January 1, 2013. The
offer price for the new shares will be 1.00 EUR each and subscription ratio
will be 23:9. The Company will not arrange for subscription rights trading.

The Executive Board of Gigaset AG has today, with the approval of the
Supervisory Board, passed a resolution to issue convertible bonds in the
aggregate principal amount of 23,340,289.00 EUR. Existing shareholders
maintain their statutory pre-emptive rights.

The aggregate principal amount is divided into 23,340,289 convertible bonds
in bearer form with a principal amount of 1.00 EUR each, which rank pari
passu among themselves. The convertible bonds can be converted into bearer
shares of common stock without par value (but with an arithmetic pro rata
value of 1.00 EUR). These shares bear rights to full dividends for the
financial year in which they are issued.

The subscription price for the convertible bonds will be 1.00 EUR each and
the subscription ratio is 15:7. The conversion period initially commences
on 6 November 2013. The convertible bonds will mature on 23 March 2015 and
bear interest of 3.00 % p. a. on their principal amount. At maturity, the
convertible bonds will be subject to mandatory conversion into shares of
the Company.

Both measures described above require the Company to publish a Securities
Prospectus, which is currently undergoing review and approval by Federal
Financial Supervisory Authority BaFin. The Executive Board expects the
approved Securities Prospectus will be published on the Company's web site
on Friday 27 September 2013.

In connection with the resolutions above, Gigaset AG has today entered into
an Investor Agreement with Goldin Fund Pte. Ltd., a limited company
incorporated in Singapore. This company is owned by the Hong Kong
entrepreneur Mr. Pan Sutong, who holds a diversified portfolio of
companies, including companies active in the consumer electronics business.
Goldin Fund Pte. Ltd. intends to enter into a strategic cooperation with
Gigaset group, to develop new market segments in consumer electronics which
were previously not covered by Gigaset group.

Under the Investor Agreement, Goldin Fund Pte. Ltd. has irrevocably
committed to Gigaset AG, equinet Bank AG and Bankhaus Neelmeyer AG to
acquire all remaining new shares and convertible bonds not subscribed by
shareholders of the Company at the respective subscription price. This
obligation is subject to the condition precedent that Goldin Fund Pte. Ltd.
- acquiring such shares and convertible bonds not subscribed for by the
shareholders of the Company after the capital increase and on the
assumption the convertible bonds are being converted - will hold a minimum
of 30 % in the voting rights in the Company ('Shareholding Condition').

Goldin Fund Pte. Ltd. has also undertaken to make an offer for the
acquisition of all shares in the Company (takeover bid). In the case that
the Shareholding Condition is not fulfilled, Goldin Fund Pte. Ltd. has the
right to add minimum acceptance conditions to the takeover bid. According
to the Investor Agreement, the price offered by Goldin Fund Pte. Ltd.
during the takeover bid will be EUR 1.00 per Gigaset share.

In addition, the Investor Agreement provides rules pertaining to further
capital measures of Gigaset group companies to finance the establishment of
a new business unit for tablet computers, smartphones and other mobile
communications devices ('New Business').

Under these provisions, Goldin Fund Pte. Ltd. is, under certain
circumstances (including the Shareholding Condition), obliged and entitled
to participate in a capital increase which is to be resolved at a later
stage, under exclusion of statutory pre-emptive rights of existing
shareholders, and to acquire approximately 5.3 million new shares against
payment of approximately EUR 5.3 million. The 5.3 million new shares will
be composed of the remaining 262,286 shares from the Authorized Capital
2010 and of 5.1 million shares from the Authorized Capital 2013. In the
case that the issue price for the new shares to be issued in this capital
increase exceeds EUR 1.00. Goldin Fund Pte. Ltd. is not obliged to acquire
these new shares.

In addition, subject to the Shareholding Condition Goldin Fund Pte. Ltd.
shall also contribute an amount of EUR 30 million to a subsidiary of
Gigaset AG, which is planned to run the New Business. In return, Goldin
Fund Pte. Ltd. shall receive preference shares in this subsidiary.

Depending on the capital requirements of the subsidiary running the New
Business, which will be jointly determined by Gigaset AG and Goldin Fund
Pte. Ltd. at a later stage, Goldin Fund Pte. Ltd. has the right to
contribute up to a further EUR 140 million to the subsidiary in return for
receiving additional preference shares in this subsidiary.

It is the intention that Goldin Fund Pte. Ltd., at a later stage and
subject to separate capital increase decisions which have to be made during
a Shareholder's Assembly of Gigaset AG, may contribute its preference
shares to Gigaset AG in kind. The value of the preference shares to be
contributed shall be, on the assumption that an impairment test on the
contribution date is passed, the value of the contributions made by Goldin
Fund Pte. Ltd. to the subsidiary as of the date of the contribution to the
respective subsidiary. The issue price due for the new shares shall be EUR
1.00. The above plans - and thus the establishment of the New Business
together - are also subject to the Shareholding Condition.

Due to the two capital measures adopted today and subject to the occurrence
of the conditions described herein, Gigaset AG will receive a minimum of
approximately EUR 15.4 million and a maximum of EUR 42.9 million.

The plans of the Company for the use of the proceeds is described in detail
in the Securities Prospectus, which is currently undergoing review and
approval by Federal Financial Supervisory Authority BaFin and will be
published by the Company afterwards.

Disclaimer:
This document is for promotional purposes only and is not a securities
prospectus. Interested investors should make their investment decision with
respect to the securities mentioned in this document solely on the basis of
information contained in a securities prospectus published by Gigaset AG in
connection with the offering of these securities. Following its publication
the securities prospectus will, be available free of charge at Gigaset AG,
Hofmannstraße 61, 81379 Munich, or at the company website (www.gigaset.ag).

This document does not constitute an offer of securities for sale in the
United States of America (USA) or in any jurisdiction in which such offer
may be restricted. Securities mentioned in this document may be sold in the
United States only with the prior registration, or an exemption from
registration under the Securities Act of 1933, as amended from time to
time. Gigaset AG does not intend to register the offer of the Securities in
whole or in part in the United States or to execute a public offering of
securities in the United States or elsewhere, except in Germany.

Gigaset AG, Munich, is an internationally operating company in the area of
communications technology. The Company is Europe's market leader in DECT
telephones.

Gigaset AG is listed on the Prime Standard of Deutsche Börse and so is
subject to the very highest requirements for transparency. Its shares are
traded on the Frankfurt Stock Exchange under the symbol 'GGS' (ISIN:
DE0005156004).

Learn more about Gigaset at www.gigaset.ag

Contact:

Gigaset AG

Kerstin Diebenbusch, Investor Relations Stefan Zuber, Corporate
Communications

Phone: +49 (0)89 444456-937 Phone: +49 (0)89 444456-866

E-mail: info@gigaset.com E-mail: info.presse@gigaset.com

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Language: English
Company: Gigaset AG
Hofmannstraße 61
81379 München
Germany
Phone: +89444456937
Fax: +89444456930
E-mail: kerstin.diebenbusch@gigaset.com
Internet: www.gigaset.com
ISIN: DE0005156004
WKN: 515600
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, München, Stuttgart

End of Announcement DGAP News-Service

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