S IMMO AG: Exchange offer with cash alternative for S IMMO INVEST participating certificates
The Management Board of S IMMO AG (Bloomberg: SPI:AV, Reuters: SIAG.VI; ISIN: AT0000652250, AT0000795737, AT0000630694, AT0000A19SB5, AT0000A177D2) resolved today, with the authorization of the Supervisory Board, that S IMMO AG will make a voluntary public offer to the holders of the outstanding 1,130,681 S IMMO INVEST participating certificates (ISIN: AT0000795737 and ISIN: AT0000630694) to acquire their S IMMO INVEST participating certificates either by exchanging them for a bond (“exchange offer”) or for a cash consideration (“cash-alternative”). The public offer will be directed at the acquisition of up to 705,882 S IMMO INVEST participating certificates (ISIN AT0000795737/AT0000630694), corresponding to approximately 62.43 % of S IMMO’s outstanding participating certificates capital (partial offer). The offer will be published after approval of the supervisory authorities responsible, presumably in mid-March 2015.
On the basis of the intended partial offer, the recipients of the offer will be able to either (i) exchange their participating certificates for a 10-year fixed term bond with a fixed coupon of 3.25% p.a. and a denomination of EUR 500 at the exchange rate of EUR 85.00 (“exchange offer”), or (ii) sell their participating certificates to S IMMO for a purchase price of EUR 85.00 per S IMMO INVEST participating certificate (“cash-alternative”). The recipients of the offer shall be able to choose a mixture of both offering alternatives. Application for the listing of the bond offered in exchange for participating certificates on the Second Regulated Market of the Vienna Stock Exchange is planned.
This disclosure is a mandatory disclosure pursuant to section 48d para 1 Stock Exchange Act (BörseG) and section 5 para 3 Takeover Act (ÜbG). It serves promotional purposes in Austria and is a marketing announcement in the meaning of the Securities Supervision Act (WAG) and the Capital Markets Act (KMG), but does not constitute financial analysis or advice relating to financial securities. It is neither a recommendation nor an offer to sell or invitation to purchase securities of S IMMO AG (“the Company”).
The exchange offer with a cash alternative is made exclusively by means and on the basis of the offer document approved by the Takeover Commission and the base prospectus approved by the Financial Market Authority (FMA) and published on 29 April 2014 including the annexes thereto, together with the binding terms and conditions (“the Prospectus”), which will be available free of charge from the Company’s offices at Friedrichstrasse 10, 1010 Vienna, during normal business hours and on the issuer’s website (www.simmoag.at/umtaschangebot2015).
This announcement is addressed exclusively to persons legally entitled to receive it. In particular, it is not addressed to U.S. citizens or persons resident in the United States of America (USA), the United Kingdom, Belgium, France or Italy. It is neither an offer to purchase nor a public invitation to sell securities in Italy, Belgium, France or any jurisdiction in which such an offer or invitation would be contrary to the law. This announcement is not for publication or distribution in the USA and may not be distributed to U.S. persons or publications generally distributed in the USA nor be published or distributed in any other country in which its publication or distribution would be contrary to the law.