|Offeree Company||IMMOFINANZ AG (FN 114425y)|
|Offeror||PHI Finanzbeteiligungs und Investment GmbH gemeinsam mit O1 Group Limited|
25 Mar to 15 Apr 2015, 1600 hrs. Vienna local time
|Offer price||EUR 2.80 per share|
|Premium||20.40% (3m); 21.88% (6m); 17.06% (12m)|
|Offer volume||150,893,280 shares|
The bid is subject to the following conditions precedent:
(I) The intended bid is subject to the condition precedent that, by the latest on 30 June 2015, the admission and/or approval by the competent antitrust authorities has been granted by the (a) EU or, if the EU Merger Control Regulation does not apply, by (b) antitrust authorities in Austria and (c) Germany.
(II) This bid shall apply on the condition precedent that no changes or circumstances occur that would reduce the consolidated equity of the Offeree Company as published in the interim financial report pursuant to IFRS as at 30 October 2014 by more than 25% by the end of the acceptance period or would be very likely to do so.
|Paying agent||UniCredit Bank Austria AG, FN 150714p, Schottengasse 6-8, 1010 Vienna|
|Share held by bidder prior to announcement of offer|
3.33 %, 37,211,493 of the share capital of the Offeree Company
The bid is directed at the acquisition of up to 150,893,280 bearer shares of IMMOFINANZ, which are admitted to listing on the Vienna Stock Exchange on the Official Market (ISIN AT0000809058) and are not owned by the Offeror and parties acting in concert with the Offeror or are to be allocated to them (offer shares).The maximum number of offer shares corresponds to around 13.50% of the entire share capital of IMMOFINANZ.
Pursuant to § 20 Takeover Act, acceptance declarations must be considered proportionately within the scope of partial bids, if these are submitted for more shares than the Offeror intends to acquire (i.e. specifically, if acceptance declarations for more than 150,893,280 bearer shares are submitted).
In such case, the acceptance declaration for every shareholder must be considered in the ratio in which the partial bid stands to the entirety of all acceptance declarations received.