10.10.2016
Capital Stage AG DE0006095003
DGAP-News: Capital Stage AG: Combination with CHORUS Clean Energy is successfully settled. Approx. nine out of ten CHORUS shareholders have accepted the offer.
DGAP-News: Capital Stage AG / Key word(s): Offer/Offer
Capital Stage AG: Combination with CHORUS Clean Energy is successfully
settled. Approx. nine out of ten CHORUS shareholders have accepted the
offer.
10.10.2016 / 11:22
The issuer is solely responsible for the content of this announcement.
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- Final acceptance ratio of 94.42 percent
- Through the combination, Capital Stage will have a leading position as an
independent operator of solar and wind parks in Europe
- Transaction to be finalised in October 2016
Hamburg, October 10, 2016. The combination of Capital Stage AG ("Capital
Stage") and CHORUS Clean Energy AG ("CHORUS") is settled. More than 94
percent of CHORUS shareholders have accepted the voluntary public takeover
offer by Capital Stage within the official acceptance period. The minimum
acceptance ratio of 50 percent + one (1) share has already been reached
before the end of the regular acceptance ratio, on September 14, 2016. With
an acceptance ratio of 84.23 percent the minimum acceptance ratio has been
exceeded significantly by the end of the regular acceptance ratio, on
September 16, 2016. At the end of the further acceptance period, on October
5, 2016, the acceptance ratio was 94.42 percent.
More than 26 million CHORUS shares have been tendered for exchange in
Capital Stage shares. Based on the exchange ratio of five Capital Stage
shares for each three CHORUS shares, more than 43 million new Capital Stage
shares will be raised from a capital increase. The completion of the
transaction (closing) is expected upon entry of the capital increase in mid
October 2016.
"We very much appreciate the high acceptance ratio. It impressively
demonstrates, that the vast majority of CHORUS shareholders support the
combination and share our belief that we jointly have a higher value
creation potential in future", commented Prof. Dr. Klaus-Dieter Maubach,
CEO of Capital Stage, after the end of the acceptance period. "We now want
to finalise the transaction as soon as possible and use the newly gained
force from the combination to expand our portfolio and asset management
activities", Maubach continued.
Through the combination, the combined company will have a leading position
as an independent operator of solar and wind parks. The joint capacity of
more than 1 gigawatt matches the output of a typical power plant and
suffices to provide more than half a million households per year with
power. "The combination strengthens our market position, increases
efficiency and paves the way for additional growth", explains Klaus-Dieter
Maubach.
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.
About Capital Stage AG:
Since 2009, Capital Stage has acquired solar power plants and wind parks in
Germany, France, Italy and the UK with a total generation capacity of more
than 600 MW. As such, Capital Stage today is Germany's largest independent
operator of solar parks. Capital Stage today also is Germany's largest
independent operator of solar parks. The high quality of the existing
portfolio in combination with an excellent O&M management generate
attractive returns and stable revenues for Capital Stage, while offering
only a moderate level of investment risk.
Capital Stage AG is listed in the regulated market (Prime Standard) of the
Frankfurt Stock Exchange and in the regulated market of the Hanseatic Stock
Exchange Hamburg (ISIN: DE0006095003 / WKN: 609500). The shares of Capital
Stage AG have been listed in the Deutsche Börse Frankfurt a. M. selective
index SDAX since March 2014.
For more information, visit www.capitalstage.com
Contact:
Capital Stage AG
Till Gießmann
Head of Investor & Public Relations
Fon.: + 49 (0)40 37 85 62-242
Fax: + 49 (0)40 37 85 62-129
e-mail: [email protected]
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10.10.2016 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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510077 10.10.2016
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