|Offeree company||S IMMO AG (FN 58358x)|
|ISIN||AT0000795737 and AT0000630694|
|Offeror||S IMMO AG|
|Acceptance period||21 May to 06 Jul 2014, 15. hrs. Vienna local time|
|Offer price||EUR 79.11 per profit-sharing certificate|
|Offer volume||1,140,000 S IMMO profit-sharing certificates|
Premium with respect to ISIN AT0000795737: 1.69% (3M); 1.38% (6M); 3.06% (12M)
Premium with respect to ISIN AT0000630694: 2.39% (3M); 1.23% (6M); 1.76% (12M)
|Paying agent||Erste Group Bank AG, Am Graben 21, 1010 Wien|
|Share held by bidder prior to announcement of offer|
|Exchange ratio:||Based on the exchange ratio of 1:0.15822 (= exchange price of the S IMMO profit-sharing certificate to the nominal value of the partial debt security), the exchange offer can only be accepted by holders of profit-sharing certificates who own at least seven units of S IMMO profit-sharing certificates (either ISIN AT0000795737 or ISIN AT0000630694). The fractions resulting from the submittal of S IMMO profit-sharing certificates due to the exchange ratio are settled in cash when the deal is executed (cash settlement). (See section 3.3 of the Offer Document)|
The offer is addressed to all holders of the 2,280,797 units of outstanding S IMMO INVEST profit-sharing certificates made up of 1,284,065 profit-sharing certificates with identical features and the code ISIN AT0000795737 and of 996,732 profit-sharing certificates with the code ISIN AT0000630694 (together “S IMMO profit-sharing certificates”).
Due to the limited offer volume of 1,140,000 S IMMO profit-sharing certificates, it is not possible to exchange the entire outstanding volume of the profit-sharing capital within the scope of the exchange offer, but only a share of 49.98%. The limited offer volume does not rule out in any way that each of the holders of profit-sharing certificates may submit all S IMMO profit-sharing certificates for acceptance in this exchange offer. Should S IMMO receive in total more than 1,140,000 S IMMO profit-sharing certificates valid for acceptance, or, if within the scope of the exchange offer the issue ‘Anleihe 2014’ is oversubscribed, a reduction in the allocation of the S IMMO profit-sharing certificates submitted for acceptance is possible based on the allocation rules pursuant to section 5.5.