21.09.2016
Capital Stage AG DE0006095003
DGAP-News: Capital Stage AG: Announcement pursuant to section 23 para. 1 sentence 1 no. 2 of the German Securities Acquisitions and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz ('WpÜG')) as well as regarding the fulfillment of Closing Conditions
DGAP-News: Capital Stage AG / Key word(s): Miscellaneous
Capital Stage AG: Announcement pursuant to section 23 para. 1 sentence 1 no.
2 of the German Securities Acquisitions and Takeover Act (Wertpapiererwerbs-
und Übernahmegesetz ('WpÜG')) as well as regarding the fulfillment of
Closing Conditions
21.09.2016 / 11:46
The issuer is solely responsible for the content of this announcement.
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Capital Stage AG
Hamburg
Announcement pursuant to section 23 para. 1 sentence 1 no. 2 of the German
Securities Acquisitions and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz ("WpÜG")) as well as regarding the fulfillment of Closing
Conditions
INFORMATION PROVIDED IN THIS DOCUMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE AN ESSENTIAL VIOLATION OF THE RELEVANT LAW OF
SUCH JURISDICTION.
On July 28, 2016, Capital Stage AG, Hamburg, (the "Bidder") published the
Offer Document for the voluntary public takeover offer (in the form of an
exchange offer) to the shareholders of CHORUS Clean Energy AG, Neubiberg/
Munich, ("CHORUS"), to acquire all of their no-par value bearer shares of
CHORUS (ISIN DE000A12UL56) (the "CHORUS Shares") for an consideration of
five (5) new no-par value bearer shares of the Bidder (the "Capital Stage
Offer Shares") for each three (3) CHORUS Share (the "Takeover Offer. The
acceptance period for this Takeover Offer ended on September 16, 2016, at
24:00 (CET) (the "Reference Date")
1. Until the Reference Date, the Takeover Offer has been accepted for a
total of 23,336,527 CHORUS Shares. This corresponds to approximately
84.23 % of the issued share capital and the existing voting rights as
of the Reference Date of CHORUS, as far as publicly known.
2. Neither the Bidder nor persons acting jointly with the Bidder within
the meaning of sec. 2 (5) WpÜG nor any of their subsidiaries held any
CHORUS Shares on the Reference Date. This corresponds to 0 % of the
existing share capital and voting rights of CHORUS.
3. The Bidder entered into tender commitments ("Irrevocable Undertakings")
with five shareholders of CHORUS for 4,053,377 CHORUS Shares (see item
6.8 of the offer document). This corresponds to approx. 14.63 % share
capital and voting rights of CHORUS. From the Bidder's perspective, the
Irrevocable Undertakings constitute an instrument pursuant to sec.
25(1) no. 2 of the German Securities Trading Act ("WpHG"). As of the
Reference Date, the Takeover Offer has been accepted for 4,053,377
CHORUS Shares based on these Irrevocable Undertakings. This corresponds
to approx. 14.63 % of the existing share capital and voting rights of
CHORUS (these 4,053,377 CHORUS Shares are already included in the total
number of CHORUS Shares for which the Takeover Offer has been accepted
pursuant to no. 1 of this notification).
4. Beyond that, neither the Bidder nor persons acting jointly with the
Bidder within the meaning of sec. 2 (5) WpÜG nor any of their
subsidiaries directly or indirectly held any instruments in the meaning
of sec. 25 WpHG and thus any further voting right participations in
relation to CHORUS to be notified in accordance with sec. 25, 25a WpHG.
As of the Reference Date, no further voting rights from CHORUS Shares
pursuant to sec. 30 WpÜG were attributed to them.
The closing condition pursuant to clauses 12.1.1 of the Offer Document is
fulfilled. Therefore, the Takeover Offer is still subject to the condition
of the registration of the Execution of the Offer Capital Increase in the
Bidder's commercial register at the Hamburg Local Court.
Pursuant to sec. 16 (2) sentence 1 WpÜG, all shareholder of CHORUS who have
not yet accepted the Takeover Offer, may still accept the Takeover Offer
from September 22, 2016 until October, 5 2016, 24:00 (CET) pursuant to
Section 5.3 of the Offer Document.
Important information
This announcement is for information purposes only. It is neither an offer
to exchange, purchase or sale nor a solicitation of an offer to exchange
shares of CHORUS Clean Energy AG, but constitutes a legally required
announcement according to the WpÜG in the context of a public takeover
offer. Furthermore this announcement is neither an offer to exchange,
purchase or sale nor a solicitation of an offer to exchange shares of
Capital Stage. The final terms and further provisions regarding the public
Takeover Offer are disclosed in the offer document that has been approved
by the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht). Investors and holders of CHORUS 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 this 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 the Bidder and CHORUS 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. The Bidder
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.
This publication is available online at http://www.capitalstage.com under
the heading "Investor Relations ‒ Public Takeover of CHORUS Clean Energy".
This announcement is provided likewise as of September 21, 2016.
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.
Capital Stage AG
The Management Board
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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
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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
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504029 21.09.2016
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