|Offeree Company||IMMOFINANZ AG|
|Offeror||CEE Immobilien GmbH|
|Intention to make a bid pursuant to § 5 Takeover Act announced on||06 Dec 2021|
|To be notified pursuant to § 10 Takeover Act until 20 Dec 2021, extended pursuant to § 10 para 1 Takeover Act until||05 Jan 2022|
|Notified pursuant to § 10 Takeover Act on||17 Dec 2021|
|Bid to be published persuant to § 11 Takeover Act (according to a period abridgement pursuant to § 11 para 1 Takeover Act)|
Not earlier than 23 Dec 2021, not later than 29 Dec 2021
|Bid announced pursuant to § 11 Takeover Act on||23 Dec 2021|
(extended pursuant to § 17 Takeover Act)
23 Dec 2021 until 23 Feb 2022
|Offer price||EUR 23.00 per no-par value bearer share of the Target Company cum dividend 2021 and any other (extraordinary) dividends|
|Offer volume||Up to 12,663,043 no-par value bearer shares in the Target Company which are not owned by the Bidder|
|Premium||10,527% (3M); 12,939% (6M); 23,379% (12M)|
The Offer is subject to the following conditions precedent:
1. No material adverse change
None of the following events has occurred by the end of the Acceptance Period:
a. The Target Company has resolved on or distributed a dividend in kind (Sachdividende).
b. Until the expiry of the Acceptance Period, the Target Company is insolvent or over-indebted or in the process of liquidation or insolvency or restructuring proceedings (Konkurs-, Sanierungsoder Restrukturierungsverfahren) or proceedings pursuant to the Corporate Reorganisation Act (Unternehmensreorganisationsgesetz) have been initiated or the initiation of insolvency proceedings have been rejected by court due to the lack of assets (mangels Masse abgewiesen).
c. The general meeting of the Target Company has resolved to dissolve, liquidate, merge, demerge, transform, change the legal form of or transfer the assets of the Target Company as a whole.
d. The Target Company publishes an announcement – irrespective whether this is an adhoc announcement or any other official announcement of the Target Company – indicating a material adverse change of the Target Company’s financial or profit situation (Vermögens-, Finanz- oder Ertragslage), whereas a material adverse change is deemed to exist if such event in itself and without considering undisclosed offsetting effects reduces the net asset value of the Target Company by at least EUR 250 million.
2. No capital increase
Save for new shares issued by the Target Company to service the claims of holders of convertible bonds (in particular the Convertible Bonds 2017), the registered share capital of the Target Company has not been increased nor the general meeting nor management board or supervisory board of the Target Company have adopted any resolution by the end of the Acceptance Period that, if implemented, would result in an increase in the registered share capital of the Target Company. This shall, however, not apply, in the event of (i) a capital increase from own funds (conversion of profits, retained earnings or reserves into share capital [‘Kapitalberichtigungen’]) or (ii) authorization resolutions by the shareholders' meeting pursuant to sec 159 et seqq and sec 169 et seqq AktG.
3. No amendment of the articles of association of the Target Company
By the end of the Acceptance Period, the general meeting of the Target Company has not resolved to amend the articles of association of the Target Company in a way that would (i) increase the majority requirement for all or particular resolutions of the general meeting or of other corporate bodies of the Target Company, or (ii) effect a change in the rights attaching to or in the nature of the Shares of the Target Company.
4. No significant compliance breach
- By the end of the Acceptance Period, the Target Company has not published an adhoc announcement according to which a conviction or indictment for a criminal act under any applicable law of any member of a governing body or officer of the Target Company or its subsidiaries while any of those persons were operating in their official capacity at the Target Company or its subsidiaries has occurred. Criminal acts within the meaning of this condition precedent specifically include bribery offences, corruption, breach of trust, antitrust violations, money laundering or violations of the Austrian Stock Exchange Act (Börsegesetz) or the Market Abuse Regulation; or
- By the end of the Acceptance Period, the Target Company has not published an adhoc announcement according to which a criminal act or administrative offence under any applicable law was committed by any member of a governing body or officer of the Target Company or its subsidiaries operating in their official capacity at the Target Company or its subsidiaries. Criminal acts and administrative offences within the meaning of this condition precedent specifically include bribery offences, corruption, breach of trust, antitrust violations, money laundering or violations of the Austrian Stock Exchange Act (Börsegesetz) or the Market Abuse Regulation.
5. No market disruption
Between the publication of this Offer and the end of the Acceptance Period, the closing price of any of the two following indices is not in excess of 15% lower than its respective closing price on 15 December 2021 (as displayed on the relevant Bloomberg screen) on two consecutive trading days:
- Austrian Traded Index (ATX; ISIN AT0000999982)
The Bidder reserves the right to waive any or all Conditions.
|Paying agent||Erste Group Bank AG, Am Belvedere 1, 1100 Vienna|
|Share held by bidder prior to announcement of offer||17.543.937 no-par value bearer shares (appr. 14,23% of the total share capital)|