|Offeree Company||CA Immobilien Anlagen AG|
|ISIN||a) Ordinary Shares CA IMMO: ISIN AT0000641352|
b) Convertible Bonds (2017): ISIN AT0000A1YDF1
|Offeror||SOF-11 Klimt CAI S.à r.l, Luxembourg|
|Intention to make a bid pursuant to § 5 Takeover Act announced on||8 Jan 2021|
|To be notified pursuant to § 10 Takeover Act until 22 Jan 2021, extended pursuant to § 10 para 1 Takeover Act until||5 Feb 2021|
|Notified pursuant to § 10 Takeover Act on||2 Feb 2021|
|Bid announced pursuant to § 11 Takeover Act on||22 Feb 2021|
|Amendment of the bid pursuant to § 15 Takeover Act notified pursuant to § 15 in connection with § 11 Takeover Act on||5 Mar 2021|
|Amendment of the bid pursuant to § 15 Takeover Act notified pursuant to § 15 in connection with § 11 Takeover Act on||5 Jul 2021|
|Acceptance period||22 Feb 2021 until and including 9 Apr 2021, 17:00 Central European Time (CET). The Bidder reserves the right to extend the acceptance period.|
|Additional acceptance period persuant to § 19 para 3 Takeover Act||14 Apr 2021 until and including 14 Jul 2021|
a) EUR 36,00 per CA IMMO Share cum dividend for the financial year 2020
b) EUR 138.628,59 for each Convertible Bond (2017)
- For the Convertible Bonds (2017) tendered during the additional acceptance period, only a reduced offer price of EUR 120.937,26 shall apply.
- If both (i) the acceptance period is extended beyond 9 Apr 2021 as a result of a competing offer, and (ii) settlement I takes place after the expiry of the change of control window, a reduced offer price in the amount of EUR 120.937,26 (cum dividend) will apply to the Convertible Bonds (2017) tendered during the acceptance period.
a) 65,119,909 Ordinary Shares
|Premium||30,53% (3M), 32,53% (6M), 22,12% (12M)|
The offer is subject to the following condition precedent: Merger Control Clearance (see 4.1)
The transaction has received clearance from the competent competition authorities in Germany, Austria and Poland no later than ninety calendar days following the end of the Acceptance Period (the "Long Stop Date"), or all relevant statutory waiting periods (in Germany one month from filing; in Austria four weeks from filing and in Poland one month from filing) have expired, with the result that the transaction is deemed to be approved, or the respective competition authorities have declared that they are not competent for conducting a review of the transaction.
Notice of Fulfillment or Non-Fulfillment (see 4.2)
|Paying agent||Raiffeisen Bank International AG, Am Stadtpark 9, 1030 Vienna, FN 122119 m|
|Share held by bidder prior to announcement of offer|
27,908,386 Ordinary Shares and 4 (four) Registered Shares, which together correspond to 28.24% of the Share Capital of the Target Company.