DGAP-Ad-hoc: CPI PROPERTY GROUP / Key word(s): Acquisition
CPI PROPERTY GROUP
CPI PROPERTY GROUP ("CPIPG") - Acquisition of additional 9,413,253 shares of IMMOFINANZ AG ("IMMOFINANZ") for a total participation of 35.49%
Today, CPIPG and Petrus Advisers Investments Fund L.P. signed a conditional share purchase agreement on the acquisition by CPIPG of 9,413,253 IMMOFINANZ shares, corresponding to a participation of approx. 6.81% of the total registered nominal share capital of IMMOFINANZ. The purchase price per share amounts to EUR 22.70 cum dividend.
On this basis, as of 26 January 2022, thus CPIPG owns (directly and indirectly) a total of 26,621,030 IMMOFINANZ shares, corresponding to a participation of approx. 19.25%, with additional 22,442,408 IMMOFINANZ shares, corresponding to a participation of approx. 16.23% conditionally contracted. This represents a combined stake of 49,063,438 IMMOFINANZ shares, corresponding to a participation of approx. 35.49% of the total registered nominal share capital of IMMOFINANZ.
On 12 January 2022 CPIPG published the offer document in relation to the anticipatory mandatory takeover offer (the "Offer") to holders of (i) all outstanding ordinary shares of IMMOFINANZ (ISIN AT0000A21KS2) (the "Shares"), as well as (ii) the 2024 convertible bonds (ISIN XS1551932046) of IMMOFINANZ (the "Convertible Bonds"). Following today's transaction, the Offer will be improved in accordance with the Austrian Takeover Act (ÜbG): The initial Offer price of EUR 21.20 per Share, cum dividend for the financial year 2021 and EUR 102,746.53 (102.747%) for each nominal amount of EUR 100,000 per Convertible Bond will be increased to reflect the share price of today's transaction. The corresponding filings will be made with the Austrian Takeover Commission without undue delay in the coming days.
The Offer and completion of the share purchase agreements between CPIPG and both RPPK Immo GmbH and Petrus Advisers Investments Fund L.P. are subject to merger control clearance in Austria, Germany, the Czech Republic, Hungary, Poland, Romania, Serbia, and Slovakia. As of today, merger control clearance has already been obtained by the competent authorities in Austria, Czech Republic, Germany, and Romania.
To the extent permissible under applicable law or regulation, CPI PROPERTY GROUP or its brokers may purchase, or conclude agreements to purchase, shares in IMMOFINANZ, directly or indirectly, outside of the scope of the intended takeover offer, before, during or after the period in which the takeover offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for IMMOFINANZ shares, such as convertible bonds. These purchases may be conducted over the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Austria.
This announcement may contain statements, assumptions, opinions and predictions about the anticipated future development of CPI PROPERTY GROUP or IMMOFINANZ (forward-looking statements) that reproduce various assumptions regarding results derived from CPI PROPERTY GROUP's or IMMOFINANZ' current business or from publicly available sources that have not been subject to an independent audit or in-depth evaluation by CPI PROPERTY GROUP and that may turn out to be incorrect at a later stage. All forward-looking statements express current expectations based on the current business plan and various other assumptions and therefore come with risks and uncertainties that are not insignificant. All forward-looking statements should not therefore be taken as a guarantee for future performance or results and, furthermore, do not necessarily constitute appropriate indicators that the forecast results will be achieved. All forward-looking statements relate solely to the day on which this announcement was issued to its recipients. It is the responsibility of the recipients of this announcement to conduct a more detailed analysis of the validity of forward-looking statements and the underlying assumptions. CPI PROPERTY GROUP accepts no responsibility for any direct or indirect damages or losses or subsequent damages or losses, as well as penalties that the recipients may incur by using the announcement, its contents and, in particular, all forward-looking statements or in any other way, as far as this is legally permissible. CPI PROPERTY GROUP does not provide any warranties, guarantees or assurances (either explicitly or implicitly) in respect of the information contained in this announcement. CPI PROPERTY GROUP is not obliged to update or correct the information, forward-looking statements or conclusions drawn in this announcement or to include subsequent events or circumstances or to report inaccuracies that become known after the date of this announcement.
26-Jan-2022 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||CPI PROPERTY GROUP|
|40, rue de la Vallée|
|Phone:||+352 264 767 1|
|Fax:||+352 264 767 67|
|Listed:||Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Dusseldorf, Stuttgart|
|EQS News ID:||1273320|
|End of Announcement||DGAP News Service|
1273320 26-Jan-2022 CET/CEST