EQS-Adhoc: Extraordinary General Meeting of HIAG Immobilien Holding AG
Ad hoc announcement pursuant to Art. 53 LR
NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE UNITED KINGDOM, OR THE EUROPEAN ECONOMIC AREA OR IN ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD NOT BE IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS.
Basel, 8 September 2021
HIAG announces the agenda for the Extraordinary General Meeting on 29 September 2021 HIAG Immobilien Holding AG plans to hold an Extraordinary General Meeting (EGM) on 29 September 2021 to create approved share capital and to elect an additional member of the Board of Directors.
Creation of approved share capital Taking into account the still tense situation in connection with the COVID 19 pandemic, the EGM will be held in accordance with Federal Council Regulation 3 on measures to combat the coronavirus. The Board of Directors regrets that the EGM will therefore take place without the personal participation of shareholders. Shareholders are requested to vote in advance by granting a power of attorney and their voting instructions to the independent proxy. The relevant deadline is 27 September 2021 and the share register will be closed from 23 September 2021 until 29 September 2021.
The Board of Directors proposes to the EGM on 29 September 2021 to create approved share capital with a maximum nominal value of CHF 1,700,000 for a period of two years until 29 September 2023 in addition to the existing approved share capital according to Art. 3a of the Articles of Association and to amend the Articles of Association by adding Art. 3c Approved share capital:Art. 3c: Genehmigtes AktienkapitalDer Verwaltungsrat ist erm?chtigt, das Aktienkapital jederzeit bis zum 29. September 2023 um maximal CHF 1'700'000 durch Ausgabe von h?chstens 1'700'000 Namenaktien mit einem Nennwert von je CHF 1.00 zu erh?hen. Die Erh?hung kann mittels Fest?bernahme und/oder in Teilbetr?gen erfolgen. Der Ausgabebetrag, der Zeitpunkt der Dividendenberechtigung und die Art der Einlagen werden durch den Verwaltungsrat bestimmt. Der Verwaltungsrat darf Bezugsrechte, die nicht ausge?bt worden sind, verfallen lassen, oder er kann Aktien, f?r welche Bezugsrechte einger?umt, jedoch nicht ausge?bt worden sind, am Markt platzieren. Die neuen Namenaktien unterliegen nach dem Erwerb den Eintragungsbeschr?nkungen gem?ss Art. 5 der Statuten.
The Articles of Incorporation of HIAG Immobilien Holding AG are available in German only. The following English version of the new Article 3.c of the Articles of Incorporation is solely provided for better understanding, the German version is legally binding.Art. 3c: Approved share capitalThe Board of Directors is entitled to increase the share capital by a maximum of CHF 1,700,000 by issuing a maximum of 1,700,000 fully paid-up registered shares with a nominal value of CHF 1.00 each at any time until 29 September 2023. The increase can be made by firm underwriting and/or in instalments. The issuing price, date of dividend entitlement and type of contribution are determined by the Board of Directors. The Board of Directors may allow subscription rights that have not been exercised to expire, or it may place shares on the market for which subscription rights have been granted but not exercised. The new registered shares are subject to registration restrictions as per Article 5 of the Articles of Incorporation after acquisition.
After the EGM, the company intends to issue new registered shares by way of a rights issue, presuming a market environment that is appropriate, probably in the fourth quarter of 2021. This is to maintain the subscription rights of existing shareholders. The proceeds from the capital increase are to be used to finance projects, reduce debt financing and realise opportunities to purchase properties that enhance HIAG's portfolio through long-term potential for cash flow and value appreciation.
The anchor shareholders intend to participate in the planned capital increase with 15 to 20% of their subscription rights, which is expected to increase the free float from just under 37% today to around 45%. In addition, the anchor shareholders have agreed to a lock-up period of 12 months after the listing of the new shares, as did HIAG Immobilien Holding AG.
Z?rcher Kantonalbank is acting as sole lead manager in the planned rights issue.
Election of an additional member of the Board of Directors Furthermore, at the EGM on 29 September 2021, the Board of Directors will propose the election of real estate specialist Anja Meyer as a new member of the Board of Directors for a term of office until the end of the next Annual General Meeting. Anja Meyer (* 1967, CH) will complete the Board of Directors of HIAG Immobilien Holding AG as its sixth member. She is owner and delegate of the Board of Directors of smeyers Holding AG, which is active in real estate consulting and site development, and holds a diploma in "Intensivstudium KMU-HSG" as well as a business degree from the Kantonsschule Luzern.
The voting results will be published with a media information after the EGM and the minutes will be available on the company's website under Investors/General Meeting.Contacts Marco Feusi Rico M?ller Chief Executive Officer Chief Financial Officer T +41 61 606 55 00 T +41 61 606 55 00 email@example.com firstname.lastname@example.org ? ? HIAG Immobilien Holding AG ? Aeschenplatz 7 ? 4052 Basel ? T +41 61 606 55 00 ? email@example.com ? www.hiag.com ? Financial Calendar 15 September 2021 Investora 23 September 2021 EPRA Conference 29 September 2021 Extraordinary General Meeting 3 November 2021 Swiss Equity & Real Estate Conference ZKB 14 M?rz 2022 Publication Annual Report 2021 28 April 2022 Annual General Meeting
About HIAG HIAG is a leading real estate company listed on the SIX Swiss Exchange that has a real estate portfolio with a total value of CHF 1.8 billion. Compared to the total area of the real estate portfolio of 2.7 million m?, HIAG has an outstanding development pipeline of around 756,000 m? with 61 projects and an expected investment volume of around CHF 2.9 billion. The portfolio comprises 45 sites with well-developed office, commercial and logistics properties as well as selected residential properties in future-oriented growth regions of German and French-speaking Switzerland. HIAG generates a stable rental income from its real estate management activities and and creates long-term value potential through active portfolio management and the development of attractive destinations.
Disclaimer This media release serves informational purposes and constitutes neither an offer to sell nor a solicitation or an advertisement to buy any shares of HIAG Immobilien Holding AG in any jurisdiction. This media release does not constitute a prospectus within the meaning of Article 35 et seqq. of the Swiss Federal Act on Financial Services. Investors should base their decision to purchase or execute subscription rights or to purchase shares of HIAG Immobilien Holding AG exclusively on the official prospectus, which will be available electronically and free of charge after publication. The shares described in the prospectus will publicly be offered in Switzerland only. In addition, investors should seek advice from their bank or their financial adviser. This media release and the information contained therein are not being issued in the United States of America, Australia, Canada, Japan, the United Kingdom, or the European Economic Area and must not be distributed within or to such countries or via publications with a general circulation in such countries.
This media release contains forward-looking statements such as projections, forecasts, and estimates. Such forward-looking statements are subject to certain risks and uncertainties which may cause actual results, performance, or events to differ materially from those anticipated in this media release. The forward-looking statements contained in this media release are based on the views and assumptions of HIAG Immobilien Holding AG as of this date and HIAG Immobilien Holding AG does not assume any obligation to update or revise this media release. ?End of ad hoc announcement Language: English Company: HIAG Immobilien Holding AG Aeschenplatz 7 4052 Basel
Switzerland Phone: +41 61 606 55 00 Internet: www.hiag.com ISIN: CH0239518779 Valor: A113S6 Listed: SIX Swiss Exchange EQS News ID: 1231892 ? End of Announcement EQS Group News Service