|Offeree company||S IMMO AG (FN 58358x)|
|ISIN||AT0000795737 sowie AT0000630694|
|Bidder||S IMMO AG|
|Acceptance period||11 to 31 Mar 2015, 15. hrs. Vienna local time|
|Offer price||EUR 85.-per profit-sharing rights|
|Offer volume||705,882 Stück S IMMO profit-sharing rights|
|Premium||Premium with respect to AT0000795737: 4.55% (3M); 5.72% (6M); 7.47% (12M) |
Premium with respect to ISIN AT0000630694: 5.30% (3M); 6.10% (6M); 7.00% (12M)
|Paying agent||Erste Group Bank AG, Am Graben 21, 1010 Vienna|
|Share held by bidder prior to announcement of offer|
|Exchange ratio||Based on the exchange ratio of 1:0.17 (= exchange price of S IMMO profit-sharing certificate to nominal value of the partial debt security) the exchange offer can only be accepted by holders of profit-sharing certificates who have at least six units of S IMMO profit-sharing certificates (either ISIN AT0000795737 or ISIN AT0000630694, but not mixed). The fractions resulting from the submittal of S IMMO profit-sharing certificates due to the exchange ratio are compensated in cash when the deal is executed (cash settlement). (See section 3.2. of the Offer Document)|
The offer is addressed to all holders of the 1,130,681 units of outstanding S IMMO INVEST profit-sharing certificates made up of 761,861 profit-sharing certificates with identical features and the code ISIN AT0000795737 and of 368,820 profit-sharing certificates with the code ISIN AT0000630694 (together “S IMMO profit-sharing certificates”).
Due to the limited offer volume of 705,882 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 with a cash alternative, but only a share of around 62.43% can be exchanged or acquired for cash. The limited offer volume does not at all exclude the possibility that the holders of the profit-sharing certificates will submit all S IMMO profit-sharing certificates for acceptance within the scope of exchange offer for cash. Should a total of more than 705,882 S IMMO profit-sharing certificates be submitted validly for acceptance, there may be a reduction of the S IMMO profit-sharing certificates submitted for acceptance based on the allocation rules pursuant to section 7.5.