DGAP-News: Capital Stage AG / Key word(s): Offer Capital Stage AG: Significant majority of CHORUS shareholders accept the exchange offer 21.09.2016 / 12:18 The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Capital Stage AG: Significant majority of CHORUS shareholders accept the exchange offer - Acceptance ratio of 84.23 percent achieved in regular acceptance period - Additional acceptance period lasts until October 5, 2016 Hamburg, September 21, 2016. More than 84 percent of CHORUS Clean Energy AG ("CHORUS") shareholders have accepted the voluntary public exchange offer by Capital Stage AG ("Capital Stage"). At the end of the regular acceptance period as per September 16, 2016, the acceptance ratio was 84.23 percent. On September 14, the pre-agreed minimum acceptance ratio of 50 percent plus one share has already been reached prematurely. As described in the offer document an additional two-week period (so called additional acceptance period) follows for CHORUS shareholders, who have not yet tendered their shares. CHORUS shares can be tendered between September 22, 2016 and October 5, 2016 until midnight (CET) under unchanged conditions. "We are very pleased by the exceptionally high support with regard to the combination of Capital Stage and CHORUS", says Prof. Dr. Klaus-Dieter Maubach, CEO of Capital Stage AG. "We kindly thank all shareholders, who have already place their trust in us and we hope to convince all remaining shareholders to accept our exchange offer." The combination of Capital Stage and CHORUS creates one of the leading independent operator of solar and wind parks with more than 1 gigawatt, providing more than half a million households per year with power. "The business combination improves the market positioning, increases the efficiency and paves the way for further growth", adds Prof. Dr. Maubach. Based on the acceptance ratio after the completion of the regular acceptance period, about 4.4 million shares of CHORUS Clean Energy AG were tradable. This corresponds to a free float of only 16 percent of the share capital of CHORUS. Thereby, liquidity and tradability of the shares may be affected. Currently, Capital Stage does not envisage any further measures to acquire all outstanding shares. Important information This announcement is neither an offer to exchange nor a solicitation of an offer to exchange CHORUS Clean Energy AG shares, but rather contains a mandatory statement according to the WpÜG in relations to a public takeover offer. Moreover, this announcement is neither an offer to purchase nor a solicitation to purchase Capital Stage AG shares. The terms and further provisions regarding the Takeover Offer are disclosed in the Offer Document approved by the German Federal Financial Supervisory Authority. Investors and holders of CHORUS Clean Energy AG shares are strongly recommended to read the Offer Document and all announcements in connection with the public takeover offer as they contain or will contain important information. The takeover offer will be conducted exclusively on the basis of the laws of the Federal Republic of Germany, in particular, the German Securities and Takeover Act and the regulation on the Content of the Offer Document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer (the "WpÜGAngebV"). The Exchange Offer is made in the USA on the basis of an exception to the rules for takeover offers in accordance with rule 14d-1(c) of the US Securities Exchange Act of 1934, as amended, (the "Securities Exchange Act") and the offer and the issue of the shares of the Bidder offered here (as defined in item 3 of the Offer Document) is made on the basis of an exception to the US registration rules pursuant to rule 802 of the US Securities Act of 1933, as amended (the "Securities Act"). The Exchange Offer is otherwise made under the applicable German provisions. The Exchange Offer is made for the securities of a German company. The Exchange Offer is therefore subject to disclosure and other procedural provisions - for instance in relation to withdrawal rights, the offer timetable, settlement provisions and the date on which the consideration is rendered - that may differ from the disclosure and procedural rules used in US exchange offers. Financial statements included in the Offer Document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of US companies. It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since Capital Stage AG and CHORUS Clean Energy AG are located in Germany, and some or all of their officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the US securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment. Capital Stage AG may purchase securities otherwise than under the Exchange Offer. Subject to item 1.2 of the offer document, the publication, mailing, dissemination or distribution of the offer document and other documents associated with the Takeover Offer outside the Federal Republic is prohibited for third parties. The information in this release may contain forward-looking statements that are subject to various risks and uncertainties. Such forward-looking statements are based on current forecasts, expectations and estimates of Capital Stage AG's Executive Board at the time of their publication. Such statements constitute neither promises nor guarantees and are subject to various known and unknown risks and uncertainties, some of which are beyond Capital Stage AG's influence. These risks and uncertainties may lead to actual results differing materially from statements that are mentioned herein. Capital Stage AG accepts no obligation to update or adjust the forward-looking statements contained in this release to reflect events or circumstances after the date of this release. This document is published in German and as an English translation. In the event of any conflict or inconsistency between the English and the German versions, the German version shall prevail. --------------------------------------------------------------------------- 21.09.2016 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Capital Stage AG Große Elbstraße 59 22767 Hamburg Germany Phone: +49 4037 85 62 -0 Fax: +49 4037 85 62 -129 E-mail: [email protected] Internet: www.capitalstage.com ISIN: DE0006095003 WKN: 609500 Indices: SDAX Listed: Regulated Market in Frankfurt (Prime Standard), Hamburg; Regulated Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart, Tradegate Exchange End of News DGAP News Service --------------------------------------------------------------------------- 504045 21.09.2016