Announcement on the restructuring of share capital by means of a 1:10 stock split
On 2 June 2021, the Annual General Meeting of SIMONA AG, Kirn, passed a resolution, among other items, to re-divide the company's share capital of EUR 15,500,000, divided into 600,000 no-par-value shares with a notional interest in the entity's share capital of around EUR 25.83, in a ratio of 1:10.
Shareholders who held one share on the record date will receive an additional nine shares. Following the stock split, the share capital of SIMONA AG amounting to EUR 15,500,000 is thus divided into 6,000,000 no-par-value shares with a notional interest in the share capital of approximately EUR 2.58. The corresponding amendment to the Articles of Association was entered in the Commercial Register at the Bad Kreuznach District Court (HRB 1390) on 19 July 2021 and thus became effective.
All shares in SIMONA AG are evidenced by a global certificate deposited with Clearstream Banking AG. The shareholders will receive co-ownership of the global certificates deposited with Clearstream Banking AG within the scope of the transfer by means of a securities account credit entry. The shareholders' right to have their shares embodied in certificates is excluded in accordance with the Articles of Association.
As of the evening of Friday, 27 August 2021, the custodian banks will convert the custody accounts with ISIN DE 0007239402 at a ratio of 1:10. The conversion of the securities account holdings is free of charge for the shareholders of the company. Stock exchange trading will take place from Monday, 30 August 2021, under the new WKN/ISIN. Orders placed shall expire, if applicable, in accordance with the relevant Exchange Transaction Conditions.
No action is to be taken by the shareholders of the company in respect of the conversion of the share capital as a result of the stock split.
Kirn, August 2021
The Management Board
What is the purpose of the 1:10 stock split approved at the Annual General Meeting of SIMONA AG on 2 June 2021?
By way of a 1:10 stock split, all existing shareholders will receive an additional nine no-par-value shares in SIMONA AG. Following a stock split, each individual share represents a smaller proportion of the share capital. In our case, the notional value of a share is reduced at a ratio of 1:10. While the company's share capital had previously been divided into 600,000 shares, the unchanged share capital after the stock split will be divided into 6,000,000 shares. As a result, the stock market valuation of each share is also reduced in the same proportion, making the shares of SIMONA AG more attractive with regard to price for certain target groups following the sustained positive performance of our share price.
How will the changeover of the securities custody account be implemented?
The holdings of shares in the company are to be recalculated by the custodian banks in a ratio of 1:10 as at 27 August 2021 (evening). Company shareholders do not need to take any action with regard to the stock split. In order to implement the stock split, Clearstream Banking AG will book shares with ISIN -DE000A3E5CP0, in a ratio of 1:10, to the securities accounts of the participating banks on 31 August 2021 (record day) after the close of the stock exchange with a value date of 1 September 2021 (payment date).
Will the stock split have tax-specific consequences for shareholders?
From the perspective of SIMONA AG, this measure has no tax-related implications for shareholders. However, it should be noted that the company does not provide tax advice. Shareholders should therefore consult a tax advisor with regard to tax-related issues.
What costs will shareholders incur as a result of the required changeover of securities custody accounts?
The changeover of custody accounts is free of commission and charges for shareholders. To compensate for customer commission payable in such cases, SIMONA AG will pay the custodian banks a fee of €2.50 per custody account.
Does the stock split change the legal position of shareholders?
The stock split has no effect on the voting rights and asset situation of existing shareholders prior to the stock split, as only the number of shares into which the company's share capital is divided and held by each shareholder is increased – with this being implemented in identical proportions for each existing shareholder. Thus, after the stock split, each shareholder has the same notional share in the company's share capital as before the stock split.
From when will the new shares be entitled to participate in profits (right to dividend payments)?
The new shares will carry dividend rights from 1 January 2021.
Will the ISIN change as a result of the stock split?
Yes, all new shares will receive the new ISIN DE000A3E5CP0. Stock exchange trading will take place under the new ISIN as early as 30 August 2021.
What happens to existing or ongoing stock exchange orders up until or after the conversion date?
Orders placed which have not yet been executed by the end of 27 August 2021 will expire, if applicable, in accordance with the relevant Exchange Transaction Terms & Conditions. However, to be on the safe side, we recommend that shareholders contact their custodian bank in good time if they have any questions relating to such matters.
As at 25 August 2021 - Errors expected
|WKN (nach Aktiensplit)||A3E5CP|
|ISIN (nach Aktiensplit)||DE000A3E5CP0|
|Gezeichnetes Kapital||15,5 Mio. EUR|
|WKN (after stock split)||A3E5CP|
|ISIN (after stock split)||DE000A3E5CP0|
|Type of security||Domestic share|
|Nominal value per share||Individual share certificate|
|Subscribed capital||EUR 15.5 million|
|Stock exchange segment||General Standard|
SIMONA AG's entire share capital in the amount of EUR 15,500,000 is authorised for trading on the stock exchange. Our shareholder structure is as follows:
On 2 June 2021, the Annual General Meeting of our Company passed a resolution in respect of the following appropriation of distributable profit ("Bilanzgewinn", i.e. unappropriated surplus) for the 2020 financial year, which totalled €11,585,895.60:
|Payment of a dividend of €12.00 per share||€7,200,000.00|
|Carried forward to new account||€4,385,895.60|
|Financial year||Dividend in EURO||paid in:||Dividend in DM (up to 1999)|
* 2006: Dividend 7.50 Euro + Bonus 1.50 Euro "150th anniversary of SIMONA"
This is a translation from German into English. Only the German document shall be considered authoritative.