CPI PROPERTY GROUP: Abolishment of voting cap in S IMMO AG's ('S IMMO') articles approved – CPI PROPERTY GROUP ('CPIPG') will file mandatory public takeover offer
DGAP-News: CPI PROPERTY GROUP / Key word(s): Miscellaneous
CPI PROPERTY GROUP
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO EXCHANGE OR PURCHASE NOR A SOLICITATION OF AN OFFER TO EXCHANGE OR PURCHASE SHARES.
Abolishment of voting cap in S IMMO AG's ("S IMMO") articles approved – CPI PROPERTY GROUP ("CPIPG") will file mandatory public takeover offer
The 33rd Annual General Meeting of S IMMO held on 1 June 2022 voted with a majority of 98.44 % of the capital present in favour of the abolition of the voting cap pursuant to S IMMO's articles of association.
Following receipt of all merger control approvals required for the obtaining of sole control of CPIPG over S IMMO, the amendment of the articles has been filed with the Austrian companies register (Firmenbuch). S IMMO announced today that the abolishment of the voting cap will be registered and thus become effective tomorrow, 28 June 2022.
Upon such registration, CPIPG will obtain a controlling stake in S IMMO within the meaning of Section 22 Austrian Takeover Act (ÜbG) which conveys a dominating influence over S IMMO, thus triggering the obligation to file an offer document for a mandatory public takeover offer (Pflichtangebot) with the Austrian Takeover Commission (Übernahmekommission) within 20 trading days from registration. CPIPG will comply with this obligation without undue delay and in any event within all statutory timelines.
With regard to the dividend payment of EUR 0.65 per share made by S IMMO on 13 June 2022, the offer price payable to shareholders of S IMMO who accept the offer will amount to EUR 22.85 per S IMMO share.
For more details and background please refer to our Ad hoc dislosure and corporate news issued on 14 April 2022 and on 2 May 2022.
This announcement has been issued by CPI PROPERTY GROUP solely for information purposes. Moreover, it is neither an offer to purchase nor a solicitation to sell securities of S IMMO AG (S IMMO). The final conditions and further provisions relating to the takeover offer will be published in the offer document which will be published subject to the Austrian Takeover Commission not prohibiting its publication. CPI PROPERTY GROUP as bidder reserves the right to deviate from the terms presented herein in the final terms and provisions of the takeover offer. Investors and holders of shares in S IMMO are strongly recommended to review the offer document and all other documents related to the takeover offer, as they will contain important information. In accordance with Austrian and European law, the mandatory takeover offer will be conducted solely on the basis of the applicable provisions of the Austrian law, in particular the Austrian Takeover Act (ÜbG). The intended takeover offer is not made or intended to be made pursuant to the laws of any jurisdiction other than those of Austria. With regard to the takeover offer, CPI PROPERTY GROUP and the persons acting in concert with CPI PROPERTY GROUP within the meaning of Section 1 no. 6 of the Takeover Act do not assume any responsibility for compliance with laws other than the laws of Austria. Notifications and the publication of information on the intended takeover offer are intended to be in Austria only, unless a notification or other publication is required or permitted under the respective laws of other jurisdictions.
To the extent permissible under applicable law or regulation, CPI PROPERTY GROUP and parties acting in concert with it or their respective brokers may purchase, or conclude agreements to purchase, shares in S IMMO, directly or indirectly, outside of the scope of the intended takeover offer, before, during or after the period in which the takeover offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for S IMMO shares, such as convertible bonds, if any. These purchases may be conducted over the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Austria.
This announcement may contain statements, assumptions, opinions and predictions about the anticipated future development of CPI PROPERTY GROUP or S IMMO (forward-looking statements) that reproduce various assumptions regarding results derived from CPI PROPERTY GROUP's or S IMMO's current business or from publicly available sources that have not been subject to an independent audit or in-depth evaluation by CPI PROPERTY GROUP and that may turn out to be incorrect at a later stage. All forward-looking statements express current expectations based on the current business plan and various other assumptions and therefore come with risks and uncertainties that are not insignificant. All forward-looking statements should not therefore be taken as a guarantee for future performance or results and, furthermore, do not necessarily constitute appropriate indicators that the forecast results will be achieved. All forward-looking statements relate solely to the day on which this announcement was issued to its recipients. It is the responsibility of the recipients of this announcement to conduct a more detailed analysis of the validity of forward-looking statements and the underlying assumptions. CPI PROPERTY GROUP accepts no responsibility for any direct or indirect damages or losses or subsequent damages or losses, as well as penalties that the recipients may incur by using the announcement, its contents and, in particular, all forward-looking statements or in any other way, as far as this is legally permissible. CPI PROPERTY GROUP does not provide any warranties, guarantees or assurances (either explicitly or implicitly) in respect of the information contained in this announcement. CPI PROPERTY GROUP is not obliged to update or correct the information, forward-looking statements or conclusions drawn in this announcement or to include subsequent events or circumstances or to report inaccuracies that become known after the date of this announcement.
27.06.2022 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
CPI PROPERTY GROUP
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+352 264 767 1
+352 264 767 67
Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Dusseldorf, Stuttgart
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