DGAP-Adhoc:
Dialog Semiconductor Plc.: Dialog Semiconductor Announces Successful
Placing to Raise Gross Proceeds of EUR 43.8 Million
Dialog Semiconductor Plc. / Capital Increase
11.09.2009
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS
SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS
ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE
PUBLISHED BY DIALOG SEMICONDUCTOR PLC IN CONNECTION WITH THE PROPOSED
PLACING. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE
FROM THE COMPANY'S REGISTERED OFFICE, ITS PRINCIPAL PLACE OF BUSINESS AND
ON ITS WEBSITE AT
WWW.DIALOG-SEMICONDUCTOR.COM. MEMBERS OF THE PUBLIC ARE
NOT ELIGIBLE TO TAKE PART IN THE PLACING AS DESCRIBED HEREIN AND WILL
THEREFORE NOT BE ELIGIBLE TO BE ADMITTED FOR THE SUBSCRIPTION OR INITIAL
PURCHASE OF NEW SHARES.
Kirchheim/Teck, Germany, 11 September - Dialog Semiconductor Plc (FWB:
DLG) ('Dialog' or the 'Company') announces today that it has successfully
placed 12 million new shares of 10 pence each in the capital of the Company
(the 'New Shares') with new and existing institutional investors at a price
of EUR 3.65 per share to raise gross proceeds of approximately EUR 43.8
million (the 'Placing'). Jefferies International Limited ('Jefferies')
acted as sole bookrunner and Close Brothers Seydler Bank AG ('CBSB') acted
as a co-lead manager in relation to the Placing.
The Placing represents in aggregate approximately 20.7 per cent of the
enlarged issued share capital of Dialog following the Placing.
The Placing is conditional on, amongst other things, the passing of the
resolution relating to the Placing (without amendment) at the GM scheduled
for 25 September 2009. The Placing is also conditional on the Placing
Agreement made between the Company, Jefferies and CBSB not being
terminated.
The Company expects that the Frankfurt Stock Exchange will grant admission
of the New Shares on or about 29 September 2009, with trading of the New
Shares expected to commence on the Regulated Market (Regulierter Markt) of
the Frankfurt Stock Exchange (Prime Standard) on or about 30 September
2009.
Capitalised terms used, but not defined in this announcement have the same
meanings as set out in the announcement released by the Company on 3
September 2009.
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Information and Explaination of the Issuer to this News:
Dr Jalal Bagherli, Chief Executive Officer of Dialog, said:
'We are delighted with the success of the Placing, the support we have
received from our shareholders and the endorsement from new high calibre
institutional investors that have agreed to purchase the New Shares.
This capital raising will enable us to expand our product portfolio,
further broaden our growing customer base and support us in delivering our
growth plan.'
Contacts
Jefferies International Limited Tel. +44 20 7029 8000
Rupert Mitchell
Bruce Huber
Chris Snoxall
Close Brothers Seydler Bank AG Tel. +49 69 920 54 0
Thomas Kaufmann
Jennifer Hoffmann
Financial Dynamics
Matt Dixon Tel. +44 20 7269 7214
Claudine Schaetzle Tel. +49 69 920 37 185
Company website:
www.dialog-semiconductor.com
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS
SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS
ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE
PUBLISHED BY DIALOG SEMICONDUCTOR PLC IN CONNECTION WITH THE PROPOSED
PLACING. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE
FROM THE COMPANY'S REGISTERED OFFICE, ITS PRINCIPAL PLACE OF BUSINESS AND
ON ITS WEBSITE AT
WWW.DIALOG-SEMICONDUCTOR.COM. THIS ANNOUNCEMENT IS
DIRECTED ONLY AT PERSONS WHO ARE QUALIFIED INVESTORS (AS DEFINED IN THE
PROSPECTUS DIRECTIVE). MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART
IN THE PLACING AS DESCRIBED HEREIN AND WILL THEREFORE NOT BE ELIGIBLE TO BE
ADMITTED FOR THE SUBSCRIPTION OR INITIAL PURCHASE OF NEW SHARES.
This Announcement includes certain statements about future events and
developments and with respect to future financial results as well as other
statements that do not relate to historical facts and events. This
applies, in particular, to the statements in this Announcement relating to
future financial results, plans and expectations with respect to the
Group's business, growth, profitability and the general economic conditions
to which the Group is exposed. Forward-looking statements may be
identified by the use of the words 'expect', 'assume', 'presume',
'probably', 'may', 'will', 'should', 'believe', 'estimate', 'forecast',
'plan', 'intend', 'according to estimates', 'is of the opinion', 'to the
knowledge of ' or other similar phrases.
Forward-looking statements are subject to risks and uncertainties and are
based on current estimates, plans and assumptions made by Dialog to the
best of its knowledge and are based on factors, the non-occurrence or
occurrence of which could cause Dialog's actual results of operations,
financial condition and profitability to differ materially or to be more
negative than those expressly or implicitly assumed or described by these
forward-looking statements. These and other factors, which include (but
are not limited to) risks associated with suppliers, customers, product
defects, product design and sales cycles; the success of Dialog's
customers' products; the competitive and cyclical industry in which the
Group operates; general local and global economic, political, business and
market conditions; future business combinations and changes in exchange
rates, are discussed in the 'Risk Factors' section and elsewhere in the
Prospectus.
Because the risk factors referred to in the Prospectus could cause actual
results or outcomes to differ materially from those expressed in any
forward-looking statements made in this Announcement by Dialog or on its
behalf, potential investors should not place undue reliance on any of these
forward-looking statements. Further, any forward-looking statement speaks
only as of the date on which it is made, and Dialog does not undertake any
obligation to update any forward-looking statement to reflect events or
circumstances after the date on which the statement is made or to reflect
the occurrence of unanticipated events except as required by the Prospectus
Rules or otherwise required by law or regulation. New factors will emerge
in the future, and it is not possible for Dialog to predict which factors
they will be. In addition, Dialog cannot assess the impact of each factor
on its business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those described
in any forward looking-statements.
This Announcement is for information purposes only and does not constitute
or form part of an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities and should not be relied upon in connection with any decision to
acquire any New Shares, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. This Announcement has been issued by and is the sole
responsibility of Dialog.
Apart from the responsibilities and liabilities, if any, which may be
imposed on Jefferies or CBSB by law, neither of Jefferies or CBSB accepts
any responsibility whatsoever for the contents of this Announcement, and
makes no representation or warranty, express or implied, for the contents
of this Announcement or the Prospectus when published, including the
accuracy, completeness or verification of such documents, or for any other
statement made or purported to be made by it, or on its behalf, in
connection with Dialog or the New Shares or the Placing, and nothing in
this Announcement is or shall be relied upon as, a promise or
representation in this respect whether as to the past or future. Each of
Jefferies and CBSB accordingly disclaims to the fullest extent permitted by
law all and any liability whether arising in tort, contract or otherwise
(save as referred to above) which they might otherwise have in respect of
this Announcement or the Prospectus when published or any such statement.
Jefferies, which is authorised and regulated in the United Kingdom by the
FSA, is acting for Dialog and for no-one else in connection with the
Placing, and will not be responsible to anyone other than Dialog for
providing the protections afforded to customers of Jefferies nor for
providing advice to any other person in relation to the Placing or any
other matter referred to herein.
CBSB is acting for Dialog and for no-one else in connection with the
Placing, and will not be responsible to anyone other than Dialog for
providing the protections afforded to customers of CBSB nor for providing
advice to any other person in relation to the Placing or any other matter
referred to herein.
The distribution of this Announcement and the offering of the New Shares in
certain jurisdictions may be restricted by law. No action has been taken by
Dialog, Jefferies or CBSB that would permit an offering of such shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this
Announcement comes are required by Dialog, Jefferies and CBSB to inform
themselves about, and to observe such restrictions.
The price of shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of the
shares.
11.09.2009
Hinweis nach § 34 WpHG zur Begründung möglicher Interessenskonflikte: Der Verfasser dieses Beitrags kann Short- und/oder Long-Positionen in der/den behandelte(n) Aktie(n) halten. Entsprechende Beiträge stellen keine Kauf- oder Verkaufsempfehlungen dar.
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