14.09.2016
Capital Stage AG DE0006095003
DGAP-News: Capital Stage AG: Takeover offer convinces the majority of CHORUS shareholders - Minimum Acceptance Level exceeded
DGAP-News: Capital Stage AG / Key word(s): Takeover/Offer
Capital Stage AG: Takeover offer convinces the majority of CHORUS
shareholders - Minimum Acceptance Level exceeded
14.09.2016 / 16:40
The issuer is solely responsible for the content of this announcement.
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Capital Stage AG: Takeover offer convinces the majority of CHORUS
shareholders; Minimum Acceptance Level exceeded
- Acceptance ratio of 50 percent and one share exceeded
- Capital Stage and CHORUS continue envisaged combination
- CHORUS shares can be tendered in further acceptance period
Hamburg, September 14, 2016, Capital Stage AG ("Capital Stage") announces
that as of today more than 50 % of the CHORUS Clean Energy AG ("CHORUS")
shareholders have accepted the voluntary public takeover offer (the
"Exchange Offer") by Capital Stage. The pre-agreed minimum acceptance ratio
agreed has been reached prematurely and therefore an essential closing
condition of the transaction is thereby fulfilled.
"We are pleased that the majority of the CHORUS shareholders has accepted
our Exchange Offer", commented Prof. Dr. Klaus-Dieter Maubach, CEO of
Capital Stage. "The minimum acceptance rate has been reached prematurely
and we now continue to focus towards the envisaged combination of both
companies."
The Exchange Offer is arranged by way of a share exchange. CHORUS
shareholders receive five (5) Capital Stage shares for each three (3)
CHORUS shares. The acceptance period will end at midnight (CET) on
September 16, 2016. CHORUS shareholders who have not yet tendered their
shares have the opportunity to accept the exchange offer under unchanged
conditions from September 22, 2016 until midnight (CET) October 5, 2016.
CHORUS shareholders that have decided not to accept the exchange offer will
keep their CHORUS shares. These shares will be tradeable on the stock
exchange during the entire acceptance period and after the execution of the
transaction until further notice. Depending on the final acceptance ratio
of the exchange offer, the free float trading volume will decrease. Share
price level, liquidity and tradability of the shares may be affected and
strong price fluctuations cannot be ruled out.
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
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.
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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14.09.2016 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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501827 14.09.2016
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