10-14-2014

High subscription ratio demonstrates support for realignment – Capital increase successfully completed

• 99.65 percent of subscription rights exercised 

•Capital measure forms an integral part of the Group’s future strategic realignment, putting the Company in a financial position to return to a sustainable, profitable growth course

• Proceeds will strengthen the balance sheet, improve the leverage ratio, and be used for increasing financial flexibility for general business purposes and repayment of outstanding debt. 

• Equity ratio rises above 30% combined with an improvement in gearing to below 0.5 as a result of the capital measure

Wiesbaden, October 14, 2014. SGL Group – The Carbon Company – has successfully completed the capital increase resolved and announced on September 29, 2014. The 20.18 million new shares offered were nearly entirely subscribed and have been included in stock market trading since today. Within the framework of the transaction, 99.65% of the subscription rights were exercised by the holders of such rights. Consequently there will be no rump placement. The remaining number of new shares not subscribed will be dribbled-out through sales in stock exchange transactions.

Based on the pre-agreed subscription price of €13.25, the Company’s gross proceeds amount to €267.4 million as previously announced.

The capital measure forms an integral part of the Group’s future strategic realignment. In this context, the Board of Management will continue to consequently implement the announced cost savings program, restructure or end loss-making business activities, focus resources in all business areas on value-creating activities and increase SGL Group’s profitability. The transaction will put the Group in a financial position to return to a sustainable, profitable growth course. The proceeds will strengthen the balance sheet and improve the leverage ratio and be used to increase financial flexibility for general business purposes and to repay outstanding debt. The capital measure has increased the Company’s equity ratio to above 30% and improved gearing (ratio of net financial debt to equity) to 0.46.

The new Board of Management has also defined financial ratios for SGL Group’s future performance to support implementation of the strategic realignment. Focus will be on achieving a return on capital employed* (ROCE) target of at least 15% and on reducing the leverage ratio** to below 2.5.

The Company’s major shareholders – SKion GmbH (27.53% of shares), BMW AG (18.49%) and Volkswagen AG (9.94%) – participated in the capital increase in proportion to their respective shareholdings. The members of SGL Group’s Board of Management also acquired shares in SGL Carbon SE totaling approximately €1 million as part of the capital increase – this is equivalent to more than 50% of the aggregate basic salary of all members of the Board of Management.

*Measured on the basis of EBITDA divided by capital employed

**Defined as net debt divided by EBITDA 

About SGL Group – The Carbon Company

SGL Group is one of the world’s leading manufacturers of carbon-based products and materials. It has a comprehensive portfolio ranging from carbon and graphite products to carbon fibers and composites. SGL Group’s core competencies are its expertise in high-temperature technology as well as its applications and engineering know-how gained over many years. These competencies enable the Company to make full use of its broad material base. SGL Group’s carbon-based materials combine several unique properties such as very good electrical and thermal conductivity, heat and corrosion resistance as well as high mechanical strength combined with low weight. Due to industrialization in the growth regions of Asia and Latin America and increased substitution of traditional with innovative materials, there is a growing demand for SGL Group’s high-performance materials and products. Products from SGL Group are used predominantly in the steel, aluminum, automotive and chemical industries as well as in the semiconductor, solar and LED sectors and in lithium-ion batteries. Carbon-based materials and products are also being used increasingly in the wind power, aerospace and defense industries.

With 43 production sites in Europe, North America and Asia as well as a service network covering more than 100 countries, SGL Group is a company with a global presence. In 2013, the Company’s workforce of around 6,300 employees generated sales of €1,477 million. The Company’s head office is located in Wiesbaden.

Important note:

These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan.  These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Shares”) of SGL Carbon SE (the “Company”) in the United States, Germany or any other jurisdiction.  The Shares of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”).  The Shares of the Company have not been, and will not be, offered to U.S. investors. 

This publication constitutes neither an offer to sell nor a solicitation to buy any securities.  The securities have already been sold.

In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”).  This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.  Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This press release may contain forward-looking statements based on the information currently available to us and on our current projections and assumptions. By nature, forward-looking statements involve known and unknown risks and uncertainties, as a consequence of which actual developments and results can deviate significantly from these forward-looking statements. Forward-looking statements are not to be understood as guarantees. Rather, future developments and results depend on a number of factors; they entail various risks and unanticipated circumstances and are based on assumptions which may prove to be inaccurate. These risks and uncertainties include, for example, unforeseeable changes in political, economic, legal, and business conditions, particularly relating to our main customer industries, such as electric steel production, to the competitive environment, to interest rate and exchange rate fluctuations, to technological developments, and to other risks and unanticipated circumstances. Other risks that in our opinion may arise include price developments, unexpected developments connected with acquisitions and subsidiaries, and unforeseen risks associated with ongoing cost savings programs. SGL Group does not intend or assume any responsibility to revise or otherwise update these forward-looking statements.

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