06/10/2011

Schuler AG approves capital increase

Proceeds to be used to reduce syndicated loan and finance growth - Capital stock to be increased by € 16.9 million to € 76.05 million - Subscription ratio of 7:2 - Strong increase in free float planned

Schuler AG today approved a capital increase against cash contribution from authorized capital with subscription rights. The capital stock of the Goeppingen-based market leader in metalforming is to be increased by € 16.90 million to € 76.05 million. Schuler will issue 6,500,000 new common no­par value shares made out to the bearer.

The new shares will enjoy full dividend entitlement as of October 1, 2010. They are to be offered via subscription rights to shareholders on the basis of a 7:2 subscription ratio in the period June 17 to June 30, 2011. This means that two new shares can be subscribed for every seven old shares currently held in Schuler AG.

Schuler plans to use the issue proceeds to reduce the syndicated loan taken out during the economic crisis, to strengthen its equity ratio and to provide sufficient scope for the financing of the company’s planned growth.

“The capital increase will reduce our financial expenses and help accelerate growth throughout the entire group,” says CEO Stefan Klebert. “We intend to expand our technology platforms, strengthen service and sales activities and invest in the productivity of our machinery. These are the key prerequisites for us to reinforce Schuler’s technological lead and enhance the company’s value.”

A further target of the capital increase is to raise the free float ratio in order to make the Schuler AG share more attractive for investors. The main shareholders, Schuler Beteiligungen GmbH and Süddeutsche Beteiligung GmbH, will therefore be assigning their subscription rights for a total of 4,329,183 new shares to the sole coordinator and bookrunner of the issue, the bank Joh. Berenberg, Gossler & Co. KG. During the pre-placement phase, expected to be on June 14, 2011 and June 15, 2011, Berenberg will offer these new shares to qualified investors by means of a bookbuilding process.

Dr. Robert Schuler-Voith, Managing Partner of Schuler Beteiligungen GmbH, explains: “Together with the Board of Management, we aim to raise the company’s free float in order to make it even more interesting for investors. However, we shall remain the largest shareholder even after the issue as we are convinced of Schuler’s growth potential.”

Subject to various standard market conditions being met, Berenberg undertakes to purchase those new shares not placed in advance with qualified investors nor subscribed by the existing shareholders at a price of € 10.50 per share.

The final subscription price is expected to be set on June 15, 2011 after completion of the bookbuilding process for the pre-placement. The new shares are to be admitted for trading on the Regulated Market (General Standard) of the Frankfurt and Stuttgart stock exchanges on June 16, 2011. The first listing is expected on June 17, 2011.

Issuer:
Schuler AG, Bahnhofstrasse 41, 73033 Goeppingen, Germany
ISIN: DE000A0V9A22
WKN: A0V9A2
Ticker symbol: SCUN

Contact:
Hans Obermeier
Company Spokesperson
Tel.: + 49 (0) 71 61 66-201

Thomas Herrlinger
Head of Investor Relations
Tel.: + 49 (0)7161 66-204

Disclaimer:
This publication does not constitute an offer to sell nor a solicitation to buy securities of Schuler AG.

This document is not an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. The shares of Schuler AG (the "Shares") have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. There will be no public offering of the Shares in the United States and the Shares will not be registered under the Securities Act.

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 are only available to, 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.

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