Schaltbau Holding AG: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
Schaltbau Holding AG Munich, Germany
WKN 717030 ISIN DE0007170300
Notification of the conversion of no-par value bearer shares to no-par value registered shares and the conversion of the stock market listing
ISIN DE0007170300 (old) - WKN 717030 (old) ISIN DE000A2NBTL2 (new) - WKN A2NBTL (new)
On 7 June 2018, the Annual General Meeting of Schaltbau Holding AG, Munich, Germany, resolved under agenda item 6 to convert its no-par value bearer shares to no-par value registered shares and to make the respective amendments to its Articles of Association.
These amendments to the Articles of Association were entered in the Company's commercial register at Munich District Court (HRB 98668) with effect from 8 August 2018. The Company's share capital amounting to 10,799,671.80 euros is now divided into 8,852,190 no-par value registered shares.
The last trading day for the no-par value bearer shares will be 19 October 2018. Any open orders on the stock exchange that have not been executed by 19 October 2018 will be cancelled as a result of the conversion. As of 22 October 2018, Schaltbau Holding AG shares will be traded as no-par value registered shares under the new ISIN DE000A2NBTL2.
The conversion of the custodian account to no-par value registered shares will take place on the evening of 23 October 2018 (record date). For this purpose, any shares held in custodian accounts at financial institutions will be converted from no-par value bearer shares of Schaltbau Holding AG to no-par value registered shares of Schaltbau Holding AG, in each case at a ratio of 1:1. As of 24 October 2018 (payment date), the shares will be recorded as no-par value registered shares under the new ISIN.
The share capital divided into no-par value registered shares will be securitised in one global certificate deposited with Clearstream Banking AG, Frankfurt am Main, Germany. The Company's shareholders will participate in the shares held in collective safe custody at Clearstream Banking AG in proportion to their shareholding as co-owners.
In the case of registered shares, only those shareholders entered in the share register as registered shareholders are considered by the Company to be shareholders. Consequently, only those shareholders entered in the Company's share register as shareholders are authorised to participate in and to exercise their voting rights at shareholders' meetings. Shareholders are required to disclose the following to the Company in order to qualify for entry in the share register: in the case of natural persons, name, address and date of birth; in the case of legal persons, name, organisational address and registered office, and in all cases the number of Schaltbau Holding AG shares held as well as an e-mail address, if available. The legal status of a shareholder is not affected by the conversion from no-par value bearer shares to no-par value registered shares, provided the shareholder is listed in the share register. The proportion of the shareholder's ownership in the Company and his or her share-related rights also remain unchanged.
Additionally, the shareholder's right to sell his or her shares will be neither restricted nor impeded. In particular, Company consent is not required for the transfer of registered shares of Schaltbau Holding AG.
The settlement agent is:
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, Germany
The conversion from no-par value bearer shares to no-par value registered shares should be free of charge to shareholders.
Munich, Germany, October 2018
Schaltbau Holding AG The Executive Board
12.10.2018 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English Company: Schaltbau Holding AG Hollerithstraße 5 81829 Munich
Germany Internet: www.schaltbau.de End of News DGAP News Service