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IMMOFINANZ AG: Approval and execution of settlement to finalise the review of the exchange ratio applied in the merger of IMMOEAST and IMMOFINANZ

(23.05.2017) NOT INTENDED FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR IN COUNTRIES WHERE IT WOULD BE PROHIBITED UNDER APPLICABLE LAW.

IMMOFINANZ AG: Approval and execution of settlement to finalise the review of the exchange ratio applied in the merger of IMMOEAST and IMMOFINANZ

The commercial court in Vienna has approved the settlement to end the legal review of the exchange ratio applied in the merger of IMMOEAST and IMMOFINANZ in 2010. The capital increase for the issuance of shares was entered in the commercial register today. The shares are expected to be allocated on 30 May 2017.

As announced in the ad-hoc release of 5 April 2017, the settlement provides for a compensation payment to the group of former IMMOEAST shareholders through distribution of additional IMMOFINANZ shares (ISIN AT0000809058) at a ratio of 0.088 IMMOFINANZ AG shares per former IMMOEAST share (ISIN AT0000A0GYT7). Approximately 340.7 million former IMMOEAST shares carry entitlement to compensation.

Share allocation
In total, 29,985,306 additional IMMOFINANZ shares will be distributed. Of these, 16,948,049 shares are from the present company stock of treasury shares. The remaining 13,037,257 shares, corresponding to approximately 1.25% of the current share capital, are new shares issued from the existing authorised share capital (§225j (2) of the Austrian Stock Corporation Act). The compensation payment is reported in the IMMOFINANZ consolidated financial statements as a transaction with shareholders and therefore recorded directly in equity without recognition through profit or loss. 

The share allocation is expected to take place on 30 May 2017 and will be carried out automatically over the OeKB clearing system and depositary banks. The shares will be distributed according to the allocation ratio in exchange for the derecognition of ISIN Code AT0000A0GYT7 (“IMMOEAST AG – claim for possible subsequent adjustment of the exchange ratio”) recorded for the former IMMOEAST shareholders in connection with the merger.  Fractional amounts arise when the number of ISIN shares (AT0000A0GYT7) recorded in a security depository account multiplied by the allocation ratio of 0.088 do not result in a whole number.  The shares attributable to these fractional amounts will be sold over the stock exchange by a bank on behalf of IMMOFINANZ and the proportional share of the proceeds will be credited to the appropriate depository accounts. 

Adjustment of conversion rights of convertible bonds
In accordance with the share allocation and capital increase from authorised share capital (13,037,257 shares), the respective conversion prices of the following convertible bonds will be adjusted: 
4.25% convertible bond due 2018 (ISIN XS0592528870) and
2.00% convertible bond due 2024 (ISIN XS1551932046).

The adjusted conversions prices will be published separately.

Neither this announcement nor its content includes an offer or invitation to submit an offer or creates a legal obligation for the company. It is exclusively relevant to the substance of the settlement approved by the court.

Disclaimer

The distribution of this announcement may be restricted by law in certain jurisdictions. Persons who read this announcement should inform themselves about and observe any such restriction. 

This announcement is for background purposes only and does neither contain an offer nor an invitation to sell or the solicitation of an offer to buy or subscribe for any securities and does not constitute a legal binding commitment of the company in any jurisdiction, in particular there is no offer to any person in the United States, Canada, Japan, South Africa or Australia. No prospectus will be prepared in connection with the offering of the securities referred to herein. There will be no public offer of the securities referred to in this announcement.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended or the laws of any state within the United States or under the applicable securities laws of Australia, Canada, South Africa or Japan, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the securities referred to herein in the United States, Australia, Canada, South Africa or Japan.

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