Ad hoc announcement pursuant to Section 15 of the Securities Trading Act (WpHG)
Announcement of capital increase
Hannover, 11 June 2003:
The Executive Board of Hannover Re decided and received
supervisory board approval tonight to increase shareholders'
equity by means of a combination of a capital increase against
cash and a capital increase against contribution in kind, each
from authorised capital and excluding pre-emptive rights of
existing shareholders.
10% capital increase against cash: The 9,716,392 new shares
from the capital increase against cash are being offered on 12
June 2003 by Dresdner Kleinwort Wasserstein to institutional
investors in Europe and the U.S. in a private placement by means
of an accelerated bookbuilding.
C. 13% capital increase against contribution in kind: In the
context of the capital increase against contribution in kind,
Talanx AG, the intermediate holding company of HDI Group, will
contribute its shares in HDI Reinsurance Ireland Ltd. (HDI Re)
into Hannover Re effective 1 July 2003 against issuance of new
shares.
Based on a valuation report of a renowned international
auditing firm, the value of HDI Re has been agreed at EUR 310
million.
At the effective date of contribution, the shareholders'
equity of the contributed company will amount to approximately
EUR 180 million. Furthermore, the company holds a portfolio of
reinsurance contracts, guaranteed for 10 years, with an
estimated net portfolio value of some EUR 130 million. There
will be no goodwill resulting from this transaction.
The number of new shares issued to Talanx AG as compensation
for its participation in the capital increase against
contribution in kind will be determined by the issue price per
share resulting from the capital increase against cash.
Strengthening of equity capital base: As a result of the two
capital increases, the Executive Board expects an increase in
shareholders' equity of approximately EUR 500 million.
Expected future shareholder structure: Based on today's
closing price the free float of Hannover Re is expected to rise
to c. 28% as a result of the two capital increases, the 75%
stake currently held by Talanx is expected to decrease to c.
72%.
Lock-up: Hannover Re as well as Talanx and its subsidiaries
have agreed with Dresdner Kleinwort Wasserstein to submit to a
lock-up period of six months in respect of any further capital
market transactions in Hannover Re shares.
This ad-hoc release is not an offer of securities for
sale or a solicitation of an offer to purchase securities in the
United States. The shares in Hannover
Rückversicherungs-Aktiengesellschaft (the
"Shares") may not be offered or sold in the United
States or to or for the account or benefit of U.S. persons (as
such term is defined in Regulation S under the U.S. Securities
Act of 1933, as amended (the "Securities Act")) unless
registered under the Securities Act or pursuant to an exemption
from such registration. The Shares have not been and will not be
registered under the Securities Act.
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