Ad-hoc Announcement pursuant to Sec. 15 WpHG
Deutsche Steinzeug Cremer & Breuer AG (DSCB AG) has today resolved to implement a so-called delisting and to apply for a revocation of the admission of the shares in DSCB AG from trading at the regulated market (General Standard) of the Frankfurt stock exchange, at XETRA and at the regulated market of the Berlin stock exchange.
The delisting is expected to become effective within three to six months after a positive decision on the application for revocation of the stock market listings has been taken and published by the Frankfurt stock exchange and the Berlin stock exchange. The shares in DSCB AG would then no longer be traded at a regulated market of a stock exchange. The currently existing quotations of the shares in DSCB AG at the open markets (Freiverkehr) of the Düsseldorf and Stuttgart stock exchanges would not be affected.
In order to protect the minority shareholders, it is intended that Steinzeug Invest GmbH will make a voluntary public purchase offer to the shareholders in DSCB AG in accordance with the provisions of the German Securities Acquisition and Takeover Act (WpÜG) prior to the delisting becoming effective. By way of the purchase offer, the minority shareholders in DSCB AG shall receive the possibility to sell their shares in DSCB AG. Steinzeug Invest GmbH is a newly established special purpose entity which is wholly-owned by the chairman of the management board of DSCB AG, Mr. Dieter Schäfer.
The management board of DSCB AG has decided to implement the delisting primarily as the listing of DSCB AG triggers disproportionate costs and expenses without any corresponding advantages. In addition, the management board of DSCB AG has been searching for a strategic partner which is able to offer DSCB AG a long-term growth perspective in a larger and economically stronger group structure for many years. The discussions with a number of potentially interested partners in the last years were unsuccessful particularly as no investor in DSCB AG's business area is prepared to take over a strategic stake in a listed German stock corporation. The management board assumes that it will in the medium term be able to proceed with the discussions more successfully after the delisting has become effective.
Alfter-Witterschlick, 11 June 2014
Deutsche Steinzeug Cremer & Breuer AG
Management Board
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