Notice of extraordinary termination right of Bondholders of the 1.75% S IMMO Green Bond 2021-2028 as a result of a Change of Control event
Terms used in this notice have the same meaning as in the definitions of the terms and conditions of the 1.75% S IMMO Green Bond 2021-2028, ISIN AT0000A2MKW4 ("Bond" or "Terms and Conditions"), unless otherwise defined in this notice.
Today, on 28 June 2022, an amendment of the Articles of Association of S IMMO AG was registered with the commercial register, by which the maximum voting right according to the Articles of Association was removed. CPI Property Group S.A. ("CPIPG") thus now holds a controlling interest in S IMMO AG within the meaning of the Takeover Act with a direct and indirect shareholding of approximately 42.55% of the voting rights, triggering a mandatory offer. This constitutes a change of control within the meaning of § 10 (4) of the Terms and Conditions of the Bonds and triggers an extraordinary right of termination of the Bondholders pursuant to § 10 (2) lit (j) of the Terms and Conditions of the Bonds.
Pursuant to § 10 (2) of the Terms and Conditions of the Bonds, each Bondholder is entitled to terminate its Bonds for this reason and to demand their immediate repayment at the nominal amount plus interest accrued to the date of redemption (exclusively).
Pursuant to § 10 (2) lit (j) of the Terms and Conditions of the Bonds, the termination shall only be valid if a corresponding termination declaration is made no later than 30 days after this notification of the change of control has been published (taking into account the publication obligations pursuant to § 14 of the Terms and Conditions of the Bonds), i.e. by 04 August 2022 (inclusive). The notice of termination shall be submitted in writing in German to the custodian bank or directly to the Paying Agent (Erste Group Bank AG, email@example.com). The declaration must be accompanied by evidence showing that the relevant Bondholder is the holder of the relevant Bonds at the time the notice is given. The proof may be provided by a certificate of the custodian bank or in another suitable manner (§ 10 para 7 of the Terms and Conditions of the Bonds). Bondholders should coordinate with their custodian bank on the practical handling of the delivery of their Bonds covered by the termination notice.
A form of notice of termination may be requested from the custodian bank or the Paying Agent by email to firstname.lastname@example.org. The settlement is expected to take place via the clearing system on 11 August 2022. Once submitted, a notice of termination is irrevocable.
THIS COMMUNICATION IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES. THE DISTRIBUTION OF THIS COMMUNICATION MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS READING THIS COMMUNICATION SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS.