Not for release, publication or distribution, in whole or in part, in, into or from Canada, Australia or Japan
Wiesbaden, 23 June 2006 - Linde AG has decided today to increase the Company's share capital from currently EUR 306,851,957.76 by EUR 94,893,465.60 to EUR 401,745,423.36 from authorised capital. The Company will issue 37,067,760 new non-par value bearer shares. The shareholders of Linde AG (ISIN DE0006483001) and the holders of the 1.25% convertible bonds of Linde Finance B.V., The Netherlands, of 2004/2009 (ISIN DE000A0BBP11) shall be granted (by an announcement that will be published separately) the right to acquire new shares. The capital increase is part of the refinancing of the offer intended to be made by Linde for the acquisition of all shares of The BOC Group plc, Windlesham/UK.
The price for the acquisition of new shares by shareholders of Linde AG and the holders of the 1.25% convertible bonds of Linde Finance B.V. of 2004/2009 shall amount to 49.50 EUR for each new non-par value share. The subscription period is expected to run from 27 June to 10 July 2006 and trading in the subscription rights is expected to be established during the period from 27 June to 6 July 2006. Linde AG expects to generate approximately EUR 1.835 billion of (gross) proceeds from the capital increase.
The new shares will be subscribed by an underwriting syndicate led by Deutsche Bank and Morgan Stanley as Global Coordinators and Commerzbank, Dresdner Bank and Société Générale, together with the Global Coordinators, as Joint Bookrunners with the obligation to offer the new shares to the shareholders of Linde AG as well as to the holders of the 1.25% convertible bonds of Linde Finance B.V. of 2004/2009. 7 shares of Linde Aktiengesellschaft held upon expiry of 26 June 2006 will entitle shareholders of Linde Aktiengesellschaft to purchase from the syndicate banks 2 new shares of Linde Aktiengesellschaft. Each bond in the nominal amount of EUR 100,000 held upon expiry of 26 June 2006 will entitle the holders of the 1.25% convertible bonds of Linde Finance B.V. of 2004/2009 to purchase from the syndicate banks 505.8501 new shares of Linde Aktiengesellschaft.
Deutsche Bank has notified that it will fully participate in the planned capital increase. Commerzbank has indicated its general willingness to participate in the planned capital increase to the largest extent possible within the scope of its quota. Allianz has notified that it will actively support the planned capital increase within the scope of a so-called Operation Blanche and that it will exercise the number of its subscription rights for the purchase of new shares at the subscription price that it is able to exercise by using the sales proceeds of its remaining subscription rights.
The new shares are expected to be included in the existing quotation of shares of Linde AG at the Frankfurt am Main, Berlin-Bremen, Düsseldorf, Hamburg, München and Stuttgart stock exchanges as of 11 July 2006, and have full dividend entitlement for the fiscal year 2006.
Linde still plans to further issue a hybrid bond for the refinancing of the intended offer to acquire all shares of The BOC Group plc, Windlesham/UK.
Issuer: Linde AG Abraham-Lincoln-Straße 21 65189 Wiesbaden
ISIN: DE0006483001 (Linde share) DE000A0BBP11 (2004/09 convertible bonds of Linde Finance B.V.)
This announcement does not constitute an offer or invitation to purchase any securities. BOC shareholders are advised to read carefully the formal documentation in relation to the intended offer of Linde AG for the acquisition of all shares of The BOC Group plc, Windlesham/UK once it has been dispatched.
For further information:
Press Investor Relations Uwe Wolfinger Thomas Eisenlohr Telefon: +49 (0) 611 770 264 Telefon: +49 (0) 611 770 610
--- End of Ad-hoc Message --- WKN: 648300; ISIN: DE0006483001; Index: CDAX, DAX, Prime All Share, HDAX; Listed: Prime Standard in Frankfurter Wertpapierbörse, Amtlicher Markt in Börse Berlin Bremen, Amtlicher Markt in Bayerische Börse München, Amtlicher Markt in Börse Düsseldorf, Amtlicher Markt in Börse Stuttgart, Amtlicher Markt in Hanseatische Wertpapierbörse zu Hamburg, Freiverkehr in Niedersächsische Börse zu Hannover, Amtlicher Markt in Frankfurter Wertpapierbörse;
