DGAP-News: Ultrasonic AG / Key word(s): Miscellaneous Ultrasonic AG: ULTRASONIC issues Bonus Shares to implement the option dividend model 27.08.2013 / 08:00 --------------------------------------------------------------------- ULTRASONIC issues bonus shares to implement the option dividend model - Issuance of 604,658 bonus shares to shareholders in a ratio of 20:1 - Ultrasonic AG will make a public tender offer to all shareholders to buy back the bonus shares at a guaranteed price Cologne, August 27, 2013 - The annual general meeting of Ultrasonic AG (Prime Standard, ISIN DE000A1KREX3, US5), the German holding company of an established Chinese manufacturer and supplier of high-quality branded urban footwear products, decided on 7 June 2013, to increase the company's share capital out of its own resources by EUR 604,658.00 from EUR 12,093,160.00 to EUR 12,697,818.00 by converting EUR 604,658.00 of the capital reserve. The capital increase will be performed by issuing 604,658 new no par-value bearer shares ('bonus shares'), which will be distributed to the company's shareholders. The bonus shares carry full dividend rights as of 1 January 2013. The capital increase out of own resources was entered in the company's Commercial Register at the local court in Cologne on 26 August 2013. The company's shareholders are entitled to bonus shares in a ratio of 20:1 based on their holdings of ISIN DE000A1KREX3 shares after the close of trading on the evening of 30 August 2013, such that one (1) new share is allocated for each twenty (20) old shares. Since all shares of Ultrasonic AG are held in collective bank depositaries, shareholders do not need to take any action with regard to the allocation. The bonus shares will be allocated to eligible shareholders on 02 September 2013 by a security deposit credit based on their holdings of old shares after the close of trading on 30 August 2013. There is no provision for the refund of fees by the issuer. The bonus shares will be given the ISIN designation DE000A1X3Y08 (WKN A1X 3Y0) for 'redeemable no par-value shares' of Ultrasonic AG because the bonus shares are subject to a public tender offer by the company. This was also approved at the annual general meeting on 7 June 2013. In this context, ULTRASONIC will make a public tender offer to all shareholders to buy back the bonus shares at a guaranteed price. Details will be announced soon. The bonus shares will not be admitted for trading on the regulated market (Prime Standard) at Frankfurt Stock Exchange. However, when the public tender offer ends, the ISIN of the bonus shares will be converted from the interim ISIN DE000A1X3Y08 to the main ISIN DE000A1KREX3 and the shares will be included in the ongoing listing. In this respect, shareholders will also have the option to sell their bonus shares later via the stock market. Due to the issue of bonus shares, the listing of shares of Ultrasonic AG will be deemed to be 'ex bonus shares' on 02 September 2013. The detailed announcement of the capital increase out of own resources and the issue of the bonus shares will be published in the electronic Federal Gazette (Bundesanzeiger) and on the company's website in the investor section (in German only). The details of the public tender offer will be published by 15 September 2013 at the latest. About Ultrasonic The Cologne-based company Ultrasonic AG is the German holding company of the Chinese ULTRASONIC Group, an established manufacturer and supplier of high-quality branded urban footwear. The Group has more than 1,400 employees and operates in three market segments, each of which currently contributes about a third of revenue. ULTRASONIC produces sandals and slippers for the upper price segment for the local and international market. It is also a long-term supplier of shoe soles to leading manufacturers in the established Chinese sport shoe industry such as Anta, Xtep and Unisuper. Moreover, the company has developed its own very successful high-quality urban footwear collection which is marketed under the ULTRASONIC brand and targets China's young, fashion-conscious urban middle class, which has high purchasing power and expects high quality. The ULTRASONIC product line is currently marketed via more than 110 mono-label shops. The ULTRASONIC Group has reported a compound annual growth rate (CAGR) of 31% per year since 2009. In 2012 it generated sales of around EUR 149 million and a net profit of EUR 30.8 million. For further information about the company visit: www.ultrasonic-ag.de For enquiries: Ultrasonic AG Chi Kwong Clifford Chan Vorstand und CFO E-Mail: [email protected] Tel.: +86 1525 947 9902 (China), +852 966 227 40 (Hong Kong) Disclaimer: This document is no offer for the purchase of securities in the United States of America. Securities may only be sold or offered for sale with the previous registration under the U.S. Securities Act of 1933 in the actual valid version or without previous registration only pursuant to an exemption. The shares of Ultrasonic AG (the 'Shares') have not been registered under the U.S. Securities Act of 1933 in the actual valid version and may not be sold or offered in the United States. 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, which are referred to, are only available to relevant persons 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. End of Corporate News --------------------------------------------------------------------- 27.08.2013 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- Language: English Company: Ultrasonic AG c/o BPG mbH, Graf-Adolf-Platz 12 40213 Düsseldorf Germany Phone: +86 1525 947 9902 (China); +852 966 227 40 (Hong Kong) Fax: +49 (0)211 172 9829 E-mail: [email protected] Internet: www.ultrasonic-ag.de ISIN: DE000A1KREX3 WKN: A1KREX Indices: CDAX, Classic All Share, DAXsector All Consumer, DAXsector Consumer, DAXsubsector All Clothing & Footwear, DAXsubsector Clothing & Footwear, Prime All Share Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Stuttgart End of News DGAP News-Service --------------------------------------------------------------------- 227601 27.08.2013