11.10.2016
Capital Stage AG DE0006095003
DGAP-News: Capital Stage AG: Announcement regarding the discontinuance of the stock exchange dealing in Tendered Other CHORUS Shares (ISIN DE000A2BPSE4)
DGAP-News: Capital Stage AG / Key word(s): Miscellaneous
Capital Stage AG: Announcement regarding the discontinuance of the stock
exchange dealing in Tendered Other CHORUS Shares (ISIN DE000A2BPSE4)
11.10.2016 / 16:49
The issuer is solely responsible for the content of this announcement.
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Capital Stage AG
Hamburg
Announcement regarding the discontinuance of the stock exchange dealing in
Tendered Other CHORUS Shares (ISIN DE000A2BPSE4)
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.
Hamburg, October 11, 2016. Capital Stage AG ("Capital Stage") published on
July 28, 2016 the Offer Document for the voluntary public takeover offer
("Takeover Offer") to the shareholders of CHORUS Clean Energy AG ("CHORUS")
to acquire all of the no-par value bearer shares of CHORUS (ISIN
DE000A12UL56 and DE000A2BPKL6) for a consideration of five (5) Capital
Stage shares for each three (3) CHORUS shares. The acceptance period for
the takeover offer ended September 16, 2016, 0:00 (CET). The additional
acceptance period ended October 5. 2016, 0:00 (CET).
The application for the registration of the implementation of the ordinary
capital increase against contributions in kind is currently scheduled for
Monday October 17, 2016. In accordance with the provisions of the Offer
Document the stock exchange dealing in those CHORUS Shares that have been
tendered during the acceptance period and the additional acceptance period
for the Takeover Offer, in the section of the regulated market will be
discontinued by the end of today.
Hamburg, October 11, 2016
Capital Stage AG
The Management Board
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 www.capitalstage.com under
the heading "Investor Relations ‒ Public Takeover of CHORUS Clean Energy".
This announcement is provided likewise as of October 11, 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.
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11.10.2016 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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510807 11.10.2016
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