Statement on the request to convene an extraordinary shareholders’ meeting and on protecting shareholders’ interests
In the context of the contemplated voluntary public takeover offer by IMMOFINANZ AG, S IMMO AG decided to postpone its ordinary shareholders’ meeting originally scheduled for 30 April 2021 to allow its shareholders to make an informed decision about IMMOFINANZ AG’s intention to abort the voting rights restriction incorporated in the Articles of Association of S IMMO AG since May 2006.
IMMOFINANZ AG has now requested S IMMO AG to convene an extraordinary shareholders’ meeting on 30 April 2021 to vote solely on the resolution to abort the voting rights restriction, which IMMOFINANZ AG has also made a condition precedent for its voluntary public takeover offer.
Convening an extraordinary shareholder meeting for this date would violate minimum standards of transparency and undermine the protection of shareholders, inter alia due to the following reasons:
- At the time of the request to call an extraordinary shareholder meeting the offer by IMMOFINANZ AG was not even officially launched and could theoretically still be withdrawn. Furthermore, due to the lack of disclosure at this stage around structure of the offer and strategic objectives of IMMOFINANZ AG, key information will likely only be known to our shareholders once the offer document is approved by the Austrian Takeover Commission and published. Only then the evaluation of the offer by the shareholders and the boards of S IMMO AG can take place.
- IMMOFINANZ AG made a similar request to abort the voting rights restriction in 2019 and fell well short of the required majority in the AGM of 2019. S IMMO AG remains principally open to put this request to vote again but wants to enable its shareholders to make an informed decision once the details, timing and initial results of the takeover offer by IMMOFINANZ AG are publicly announced.
- The renewed request to abort the voting rights restriction is mainly in the interest of IMMOFINANZ AG and against the protection of other shareholders. In the view of S IMMO AG, such request is only legitimate in the context of a successful takeover offer.
Step-by-step approach safeguarding shareholders’ interests
Therefore, the logical sequence for S IMMO AG shareholders to decide on the proposed resolution would be after the announcement of the results of the initial offer period. Voting on the proposed resolution before knowing the outcome of the offer could lead to the result that the voting rights restriction is aborted although the offer could still be unsuccessful and therefore lapses.
This sequence results in maximum information and transparency for our shareholders, providing them with optionality instead of forcing them into a decision with unknown outcome. At the same time, it does not hinder the course of the takeover offer.