Capital Stage AG: Combination with CHORUS Clean Energy is successfully settled. Approx. nine out of ten CHORUS shareholders have accepted the offer.
- Final acceptance ratio of 94.42 percent - Through the combination, Capital Stage will have a leading position as an independent operator of solar and wind parks in Europe - Transaction to be finalised in October 2016
Hamburg, October 10, 2016. The combination of Capital Stage AG ("Capital Stage") and CHORUS Clean Energy AG ("CHORUS") is settled. More than 94 percent of CHORUS shareholders have accepted the voluntary public takeover offer by Capital Stage within the official acceptance period. The minimum acceptance ratio of 50 percent + one (1) share has already been reached before the end of the regular acceptance ratio, on September 14, 2016. With an acceptance ratio of 84.23 percent the minimum acceptance ratio has been exceeded significantly by the end of the regular acceptance ratio, on September 16, 2016. At the end of the further acceptance period, on October 5, 2016, the acceptance ratio was 94.42 percent.
More than 26 million CHORUS shares have been tendered for exchange in Capital Stage shares. Based on the exchange ratio of five Capital Stage shares for each three CHORUS shares, more than 43 million new Capital Stage shares will be raised from a capital increase. The completion of the transaction (closing) is expected upon entry of the capital increase in mid October 2016.
"We very much appreciate the high acceptance ratio. It impressively demonstrates, that the vast majority of CHORUS shareholders support the combination and share our belief that we jointly have a higher value creation potential in future", commented Prof. Dr. Klaus-Dieter Maubach, CEO of Capital Stage, after the end of the acceptance period. "We now want to finalise the transaction as soon as possible and use the newly gained force from the combination to expand our portfolio and asset management activities", Maubach continued.
Through the combination, the combined company will have a leading position as an independent operator of solar and wind parks. The joint capacity of more than 1 gigawatt matches the output of a typical power plant and suffices to provide more than half a million households per year with power. "The combination strengthens our market position, increases efficiency and paves the way for additional growth", explains Klaus-Dieter Maubach.
Important information This announcement is neither an offer to exchange nor a solicitation of an offer to exchange CHORUS Clean Energy AG shares, but rather contains a mandatory statement according to the WpÜG in relations to a public takeover offer. Moreover, this announcement is neither an offer to purchase nor a solicitation to purchase Capital Stage AG shares. The terms and further provisions regarding the Takeover Offer are disclosed in the Offer Document approved by the German Federal Financial Supervisory Authority. Investors and holders of CHORUS Clean Energy AG shares are strongly recommended to read the Offer Document and all announcements in connection with the public takeover offer as they contain or will contain important information.
The takeover offer will be conducted exclusively on the basis of the laws of the Federal Republic of Germany, in particular, the German Securities and Takeover Act and the regulation on the Content of the Offer Document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer (the "WpÜGAngebV").
The Exchange Offer is made in the USA on the basis of an exception to the rules for takeover offers in accordance with rule 14d-1(c) of the US Securities Exchange Act of 1934, as amended, (the "Securities Exchange Act") and the offer and the issue of the shares of the Bidder offered here (as defined in item 3 of the Offer Document) is made on the basis of an exception to the US registration rules pursuant to rule 802 of the US Securities Act of 1933, as amended (the "Securities Act"). The Exchange Offer is otherwise made under the applicable German provisions. The Exchange Offer is made for the securities of a German company. The Exchange Offer is therefore subject to disclosure and other procedural provisions - for instance in relation to withdrawal rights, the offer timetable, settlement provisions and the date on which the consideration is rendered - that may differ from the disclosure and procedural rules used in US exchange offers. Financial statements included in the Offer Document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of US companies. It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since Capital Stage AG and CHORUS Clean Energy AG are located in Germany, and some or all of their officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the US securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment. Capital Stage AG may purchase securities otherwise than under the Exchange Offer.
Subject to item 1.2 of the offer document, the publication, mailing, dissemination or distribution of the offer document and other documents associated with the Takeover Offer outside the Federal Republic is prohibited for third parties.
The information in this release may contain forward-looking statements that are subject to various risks and uncertainties. Such forward-looking statements are based on current forecasts, expectations and estimates of Capital Stage AG's Executive Board at the time of their publication. Such statements constitute neither promises nor guarantees and are subject to various known and unknown risks and uncertainties, some of which are beyond Capital Stage AG's influence. These risks and uncertainties may lead to actual results differing materially from statements that are mentioned herein. Capital Stage AG accepts no obligation to update or adjust the forward-looking statements contained in this release to reflect events or circumstances after the date of this release.
This document is published in German and as an English translation. In the event of any conflict or inconsistency between the English and the German versions, the German version shall prevail.
About Capital Stage AG: Since 2009, Capital Stage has acquired solar power plants and wind parks in Germany, France, Italy and the UK with a total generation capacity of more than 600 MW. As such, Capital Stage today is Germany's largest independent operator of solar parks. Capital Stage today also is Germany's largest independent operator of solar parks. The high quality of the existing portfolio in combination with an excellent O&M management generate attractive returns and stable revenues for Capital Stage, while offering only a moderate level of investment risk.
Capital Stage AG is listed in the regulated market (Prime Standard) of the Frankfurt Stock Exchange and in the regulated market of the Hanseatic Stock Exchange Hamburg (ISIN: DE0006095003 / WKN: 609500). The shares of Capital Stage AG have been listed in the Deutsche Börse Frankfurt a. M. selective index SDAX since March 2014.
For more information, visit www.capitalstage.com
Capital Stage AG Till Gießmann Head of Investor & Public Relations Fon.: + 49 (0)40 37 85 62-242 Fax: + 49 (0)40 37 85 62-129 e-mail: firstname.lastname@example.org
10.10.2016 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.
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Language: English Company: Capital Stage AG Große Elbstraße 59 22767 Hamburg Germany Phone: +49 4037 85 62 -0 Fax: +49 4037 85 62 -129 E-mail: email@example.com Internet: www.capitalstage.com ISIN: DE0006095003 WKN: 609500 Indices: SDAX Listed: Regulated Market in Frankfurt (Prime Standard), Hamburg; Regulated Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart, Tradegate Exchange End of News DGAP News Service