ADC African Development Corporation AG
ADC African Development Corporation GmbH & Co. KGaA: ADC plans a change in its legal form to a classic stock corporation (AG)
ADC African Development Corporation GmbH & Co. KGaA / Key word(s): Strategic Company Decision 02.11.2012 17:34 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. --------------------------------------------------------------------------- * Takeover offer to acquire the General Partner submitted by ADC, herewith eliminating the fee structure * Co-CEO Jyrki Koskelo to be nominated for election as new Supervisory Board member at the General Meeting ADC African Development Corporation ('ADC'), ISIN DE000A1E8NW9, a fast growing pan-African banking group focusing on the frontier markets in sub-Saharan Africa, today announces its plans to take over its General Partner, Altira ADC Management GmbH, from Altira AG for a purchase price of approx. EUR 4.3 million. Altira AG will remain shareholder of the company and will continue to hold its stake of over 5%. In today's meeting, the ADC Supervisory Board approved the proposed takeover of the General Partner and offer to Altira. Altira AG has already indicated that the offer will be accepted upon approval of all bodies. Upon completion of the transaction, the company will plan the transformation from a partnership limited by shares with a limited liability company as General Partner ('GmbH & Co. KGaA') into a stock corporation ('AG'). The implementation of these measures will begin with the announcement of an Extraordinary General Meeting which will be published in the Federal Gazette ('Bundesanzeiger') shortly. The objective of the takeover of the General Partner and the reorganization is to enable ADC to further develop and expand into one of the leading pan-African banking groups under a new corporate structure in order to further accelerate its growth. During the course of this transaction, the following changes to the Management-Team will be implemented. Mr. Jyrki Koskelo, currently serving as Co-CEO of ADC, will be nominated for election as a new member to the Supervisory Board at the General Meeting, herewith terminating his role as Co-CEO. Furthermore, Mr. Koskelo will also become a Board member in ADC's portfolio company BancABC and will actively continue to accompany ADC's further development. Mr. Christian Angermayer, Chairman of the Supervisory Board and co-founder of ADC will abdicate his mandate as member of the Supervisory Board. Henceforth, he will remain active as Senior Advisor for ADC. The rest of the Management Team will remain unchanged. --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: Dirk Harbecke, CEO of ADC, comments: 'After its foundation in 2007, ADC together with Altira, established itself as a private equity company and has since achieved outstanding results such as the successful IPO in 2010, in particular with the support of Altira. In ADC's quest to become one of the leading pan-African banking groups, the current company set-up with its fee structure for the management of the assets is inappropriate. Numerous discussions with our shareholders and potential investors have revealed that the transformation into a classic stock corporate ('AG') would be highly welcomed. In Management's view, the change in company structure will lead to growth opportunities from which all shareholders will benefit. Following the acquisition of a majority stake in our fast growing portfolio company, BancABC, which is represented in five African countries and the completion of ADC's acquisition of Union Bank of Nigeria, this is another important step towards positioning ADC as a leading pan-African banking group in the future. The company is currently represented in eleven countries in sub-Saharan Africa. The company would like to express its sincerest thanks to Mr. Christian Angermayer for his extremely successful involvement in founding the company as well as having contributed to the company's listing in the Main Board (Prime Standard) on the German Stock Exchange. As a Senior Advisor, Mr. Christian Angermayer will continue to serve as an important link in the investor community and the political environment of ADC's investments.' About ADC ADC African Development Corporation ('ADC') (ISIN: DE000A1E8NW9; Bloomberg: AZC.GR, www.african-development.com), was established in September 2007 and is on its way to become one of the leading banking groups in sub-Saharan Africa, active in corporate and retail banking and proprietary investments. The company's success is primarily due to its local Management Team, which follows international best practice principles to further develop its operational companies, and implements international best practice processes to increase their profitability. ADC was amongst the first international emerging market investors to be integrated into the insurance solution offered by the Multilateral Investment Guarantee Agency ('MIGA'), a member of the World Bank Group, primarily due to its strong operational approach and adherence to the highest ethical standards. This insurance offers protection against a variety of political risks, in particular the risk of radical political change. Contact: Investor Relations investor-relations@african-development.com T +49 69 719 12 80 119 02.11.2012 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: ADC African Development Corporation GmbH & Co. KGaA Grüneburgweg 18 60322 Frankfurt/Main Germany Phone: +49 69 719 12 80 00 Fax: +49 69 719 12 80 011 E-mail: info@african-development.com Internet: www.african-development.com ISIN: DE000A1E8NW9 WKN: A1E8NW Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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