DGAP Related Party Transactions announcement: Godewind Immobilien AG /
Release of an announcement according to Article 111c of the AktG [the German
Stock Corporation Act]
Godewind Immobilien AG: Release according to Article 111c of the AktG [the
German Stock Corporation Act] with the objective of Europe-wide distribution
2020-03-24 / 12:25
Dissemination of a Related Party Transactions announcement transmitted by
DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
*Publication of significant transactions with related parties pursuant to
section 111c AktG
Godewind Immobilien AG, Frankfurt am Main*
On Friday, 20 March 2020, the supervisory board of Godewind Immobilien AG
has consented to the negotiation and execution (which occurred today) of a
share purchase agreement with Covivio Immobilien GmbH, a company related to
Covivio X-Tend AG and Godewind Immobilien AG within the meaning of section
111a AktG, relating to 3,775 shares in Godewind Beteiligungsgesellschaft mbH
(representing approximately 15.1% of the issued share capital of 25,000
shares of EUR 1.00 each of Godewind Beteiligungsgesellschaft mbH) as well as
15.1% of the shareholder loans granted by Godewind Immobilien AG to Godewind
Beteiligungsgesellschaft mbH and its subsidiaries against a consideration of
approximately EUR 37.8 million for the sold shares and a preliminary
purchase price of EUR 44.9 million for the shareholder loans. Covivio X-Tend
AG currently holds, according to the knowledge of Godewind Immobilien AG,
approximately 44.12% of the shares in Godewind Immobilien AG.
The purchase price for the shares in Godewind Beteiligungsgesellschaft mbH
has been derived from the consolidated financial statements of Godewind
Immobilien AG as of 31 December 2019 in accordance with IFRS and the
underlying consolidated balance sheet of all subsidiaries in accordance with
IFRS. Based on the consolidated balance sheet according to IFRS of the
subsidiaries, a simplified sub-group financial statement of Godewind
Beteiligungsgesellschaft mbH was prepared. The previous book values of the
investments were replaced by the revalued equity of the respective
subsidiary. For this purpose, purchase prices were negotiated for the
properties held directly or indirectly by Godewind Beteiligungsgesellschaft
mbH, such purchase prices exceeding those according to IFRS as of 31
December 2019, and certain adjustments were made in relation to deferred
taxes. Management board and supervisory board have validated the purchase
price determined in this way based on an assessment according to IDW S1
prepared by BBWP GmbH Wirtschaftsprüfungsgesellschaft. The accordingly
determined _pro rata_ purchase price (for 15.1% of the shares in the
company) amounts to EUR 30.9 million and is therefore lower than the
purchase price negotiated with Covivio Immobilien GmbH for the 15.1% of the
shares in Godewind Beteiligungsgesellschaft mbH.
The purchase price for the shareholder loans corresponds to the nominal
value plus accrued interest at the time the share purchase agreement was
signed and was determined on a preliminary basis (31 December 2019) at the
time the share purchase agreement was signed. The final purchase price will
be calculated as soon as the first quarter is booked with Godewind
Beteiligungsgesellschaft mbH; any difference will be compensated.
The background for this sale is the takeover bid by Covivio X-Tend AG. The
sale of 15.1% of the shares in Godewind Beteiligungsgesellschaft mbH is
intended to ensure that the completion of the takeover offer does entail
negative tax consequences for Godewind Immobilien AG and its affiliates, or
that such negative consequences are reduced.
Frankfurt am Main, March 2020
2020-03-24 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Godewind Immobilien AG
Taunusanlage 8
60329 Frankfurt am Main
Germany
End of News DGAP News Service
1005001 2020-03-24
(END) Dow Jones Newswires
March 24, 2020 07:25 ET (11:25 GMT)
