Dialog Semiconductor Plc. / AGM/EGM
25.09.2009
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.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS
SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS
ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED
BY DIALOG SEMICONDUCTOR PLC IN CONNECTION WITH THE PROPOSED PLACING. COPIES
OF THE PROSPECTUS ARE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE, ITS
PRINCIPAL PLACE OF BUSINESS AND ON ITS WEBSITE AT
WWW.DIALOG-SEMICONDUCTOR.COM. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO
TAKE PART IN THE PLACING AS DESCRIBED HEREIN AND WILL THEREFORE NOT BE
ELIGIBLE TO BE ADMITTED FOR THE SUBSCRIPTION OR INITIAL PURCHASE OF NEW
SHARES.
Kirchheim/Teck, Germany, 25 September - Dialog Semiconductor Plc (FWB: DLG)
('Dialog' or the 'Company') announces that the resolutions proposed at
today's General Meeting to allot shares and disapply pre-emption rights in
connection with the placing of 12,000,000 new shares of 10 pence each in
the capital of the Company (the 'New Shares') (the 'Placing') and to extend
the Executives Long-Term Incentive Plan were duly passed without amendment
by the required majority. Further details of the resolutions are set out in
the Circular which is available on the Company's website,
www.dialog-semiconductor.com. Details of the results of the voting (which
was carried out by poll) will be made available shortly on the Company's
website.
Jefferies International Limited ('Jefferies') acted as sole bookrunner and
Close Brothers Seydler Bank AG ('CBSB') acted as a co-lead manager in
relation to the Placing. The Placing remains conditional on the Placing
Agreement made between the Company, Jefferies and CBSB not being
terminated.
The Company expects that the Frankfurt Stock Exchange will grant admission
of the New Shares on or about 29 September 2009, with trading of the New
Shares expected to commence on the Regulated Market (Regulierter Markt) of
the Frankfurt Stock Exchange (Prime Standard) on or about 30 September
2009.
Capitalised terms used, but not defined in this announcement have the same
meanings as set out in the announcement released by the Company on 3
September 2009.
Contacts
Jefferies International Limited +44 20 7029 8000
Rupert Mitchell
Bruce Huber
Chris Snoxall
Close Brothers Seydler Bank AG +49 69 920 54 0
Thomas Kaufmann
Jennifer Hoffmann
Financial Dynamics
Matt Dixon +44 20 7269 7214
Claudine Schaetzle +49 69 920 37 185
Company website: www.dialog-semiconductor.com
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS
SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS
ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED
BY DIALOG SEMICONDUCTOR PLC IN CONNECTION WITH THE PROPOSED PLACING. COPIES
OF THE PROSPECTUS ARE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE, ITS
PRINCIPAL PLACE OF BUSINESS AND ON ITS WEBSITE AT
WWW.DIALOG-SEMICONDUCTOR.COM THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS
WHO ARE QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS DIRECTIVE).
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AS
DESCRIBED HEREIN AND WILL THEREFORE NOT BE ELIGIBLE TO BE ADMITTED FOR THE
SUBSCRIPTION OR INITIAL PURCHASE OF NEW SHARES.
This Announcement is for information purposes only and does not constitute
or form part of an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities and should not be relied upon in connection with any decision to
acquire any New Shares, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. This Announcement has been issued by and is the sole
responsibility of Dialog.
Apart from the responsibilities and liabilities, if any, which may be
imposed on Jefferies or CBSB by law, neither of Jefferies or CBSB accepts
any responsibility whatsoever for the contents of this Announcement, and
makes no representation or warranty, express or implied, for the contents
of this Announcement or the Prospectus, including the accuracy,
completeness or verification of such documents, or for any other statement
made or purported to be made by it, or on its behalf, in connection with
Dialog or the New Shares or the Placing, and nothing in this Announcement
is or shall be relied upon as, a promise or representation in this respect
whether as to the past or future. Each of Jefferies and CBSB accordingly
disclaims to the fullest extent permitted by law all and any liability
whether arising in tort, contract or otherwise (save as referred to above)
which they might otherwise have in respect of this Announcement or the
Prospectus or any such statement.
Jefferies, which is authorised and regulated in the United Kingdom by the
FSA, is acting for Dialog and for no-one else in connection with the
Placing, and will not be responsible to anyone other than Dialog for
providing the protections afforded to customers of Jefferies nor for
providing advice to any other person in relation to the Placing or any
other matter referred to herein.
CBSB is acting for Dialog and for no-one else in connection with the
Placing, and will not be responsible to anyone other than Dialog for
providing the protections afforded to customers of CBSB nor for providing
advice to any other person in relation to the Placing or any other matter
referred to herein.
The distribution of this Announcement and the offering of the New Shares in
certain jurisdictions may be restricted by law. No action has been taken by
Dialog, Jefferies or CBSB that would permit an offering of such shares or
possession or distribution of this Announcement or any other offering or
ublicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this
Announcement comes are required by Dialog, Jefferies and CBSB to inform
themselves about, and to observe such restrictions.
The price of shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of the
shares.
25.09.2009 Financial News transmitted by DGAP
Language: English
Company: Dialog Semiconductor Plc.
Tower Bridge House, St. Katharine's Way
E1W 1AA London
Großbritannien
Phone: +49 7021 805-412
Fax: +49 7021 805-200
E-mail: birgit.hummel@diasemi.com
Internet: www.diasemi.com
ISIN: GB0059822006
WKN: 927200
Indices: TecDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, München, Düsseldorf, Stuttgart, Hamburg
End of News DGAP News-Service