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euro adhoc: Financing, Stock Offerings (IPO) / Zapf Creation AG: Cash Capital Increase (E)

Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.


Roedental, Germany, October 07, 2007 - Zapf Creation AG (ISIN DE0007806002 / WKN 780600), Europe´s leading manufacturer of play and functional dolls, today announced that it will execute a capital increase under authorized capital in return for cash contributions. The Management Board resolved this capital increase on October 02, 2007, and the Supervisory Board approved it today. The proceeds from this capital increase are an important element of the Company's restructuring.

The Company's share capital of currently EUR 8,799,998 will be increased by up to EUR 3,200,002 to a maximum of EUR 12,000,000 against cash contributions by issuing up to 3,200,002 no-par bearer shares ("New No-Par Shares" - ISIN DE000A0TGNS0 / WKN A0T GNS). The New No-Par Shares will participate in profits from January 01, 2007.

The New No-Par Shares will be offered to the Company's shareholders for subscription between October 12, 2007, and October 26, 2007, at a subscription price of EUR 3.16 per New No-Par Share. The Company's no-par shares will be traded on the Frankfurt/Main Stock Exchange "ex subscription right" from October 12, 2007, onward.

Two of the Company's major shareholders, MGA Entertainment, Inc. and Mr. Nicolas Mathys, have undertaken vis-à-vis the Company, subject to the occurrence of specified conditions, to ensure that the capital increase is executed in a scope of up to 3,200,002 New No-Par Shares. If necessary, they will acquire, at a purchase price that corresponds to the subscription price, any unsubscribed New No-Par Shares.

The New No-Par Shares will be subscribed to and taken over by Bankhaus Neelmeyer AG, Bremen, Germany, with the obligation to transfer them to the shareholders in accordance with the exercise of their subscription rights and to transfer any New No-Par Shares that were not subscribed to MGA Entertainment, Inc. and Mr. Nicolas Mathys.

The New No-Par Shares will likely be credited to shareholders' securities accounts on a date that precludes registering these shares for the Annual Shareholders' Meeting, which has been tentatively scheduled for November 20 and 21, 2007. The approval of the New No-Par Shares by the Frankfurt/Main Stock Exchange, as well as their introduction to trading at the existent price fixing of the Company's no-par shares, is planned for a later date.

This ad hoc release does not constitute an offer to purchase or subscribe shares. The shareholders are requested to refer to the subscription offer, which will be published in the electronic Federal Gazette, Börsen Zeitung, as well as on the Company's website (www.zapf-creation.de), in the next few days.

Further inquiry note:
Frank Elsner
Frank Elsner Kommunikation für Unternehmen GmbH
Phone: + 49 54 04 91 92 0
Fax: + 49 54 04 91 92 29

end of announcement euro adhoc

emitter: Zapf Creation AG
Mönchrödener Straße 13
D-96472 Rödental
phone: +49 (0)9563 7251-0
FAX: +49 (0)9563 7251-387
mail: info@zapf-creation.com
WWW: http://www.zapf-creation.de
sector: Consumer Goods
ISIN: DE0007806002
indexes: CDAX, Classic All Share, Prime All Share
stockmarkets: official dealing/prime standard: Börse Frankfurt, free trade:
Börse Berlin, Börse Hamburg, Börse Stuttgart, Börse Düsseldorf, Börse Hannover, Börse München
language: English