SFC Smart Fuel Cell AG sets offer price, offer volume and subscription

SFC Smart Fuel Cell AG / Capital Increase

Release 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.

Not for distribution in the US, Canada, Australia and Japan
Munich, 24 May 2007 – SFC Smart Fuel Cell AG (ISIN: DE0007568578) (the 'Company') and the selling shareholders, together with Citigroup Global Markets Limited, London, as Sole Global Coordinator, Sole Bookrunner and Joint Lead Manager and Sal. Oppenheim jr. & Cie. Kommanditgesellschaft auf Aktien, Cologne, as Joint Lead Manager, have set the offer price at € 37 per share. A total of 2,395,275 shares were placed under the purchase offer. Of these shares, a total of 1,317,990 shares stem from the capital increase from authorised capital in exchange for cash contributions resolved upon by the Company’s management board with the approval of its supervisory board on May 10 and 23, 2007, 726,073 shares from the holdings of the selling shareholders and additional 351,212 shares from the holdings of the selling shareholders made available for potential over-allotments. As a result, the offer volume amounts to around € 89. The Company expects to generate gross proceeds from the 1,317,990 shares out of the capital increase in the amount of around € 49. The free float of the Company’s shares will amount to approximately 29% (approximately 34% assuming the greenshoe option is fully exercised).

Trading in the shares offered under the purchase offer is expected to begin on May 25, 2007 on the Frankfurt Stock Exchange (Prime Standard).
The subscription price for up to 1,615,927 new shares offered to shareholders of the Company in the ongoing subscription offer, of which up to 1,317,990 new shares were included in the purchase offer, was also set at € 37 and therefore equals the offer price fixed for the purchase offer. Shareholders who wish to exercise their subscription rights may continue to do so until 1 June 2007 (inclusive).


SFC Smart Fuel Cell AG

Barbara v. Frankenberg

Phone: +49 (89) 673 592 - 378

Fax: +49 (89) 673 592 - 368

E-mail: [email protected]

This announcement does not constitute an offer to sell or the solicitation of an offer to purchase the shares of SFC Smart Fuel Cell AG. The shares offered in connection with the initial public offering have already been placed. The offer was made exclusively on the basis of the German-language securities prospectus published by the Company, copies of which are available at the Company’s offices and the offices of the Joint Lead Managers during regular business hours.

This announcement is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Any public offering of securities to be made in the United States of America will be made by means of a prospectus that may be obtained from SFC Smart Fuel Cell AG and will contain detailed information about the Company and management, as well as financial statements. SFC Smart Fuel Cell AG does not intend to register any of its shares in the United States of America.
This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons being together referred to as 'relevant persons'). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

DGAP 25.05.2007 

Language:     English
Issuer:       SFC Smart Fuel Cell AG
              Eugen-Saenger-Ring 17
              85649 Brunnthal Deutschland
Phone:        +49 (89) 673 592 - 100
Fax:          +49 (89) 673 592 - 169
E-mail:       [email protected]
www:          www.sfc.com
ISIN:         DE0007568578
WKN:          756857
Listed: Freiverkehr in Berlin-Bremen; Open Market in Frankfurt  
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