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Disclaimer
You have entered the website which IMMOFINANZ AG (“IMMOFINANZ”) has designated for the publication of documents and information in connection with published takeover offers for shares of IMMOFINANZ and financial instruments issued by IMMOFINANZ.
In order to access further information in connection with the takeover offers, visitors of this website are requested to confirm, at the bottom of this page, notice of and agreement to the following legal information and terms and conditions.
Other than in compliance with applicable law, the publication, dispatch, distribution, dissemination or making available of the offer documents or other documents connected with a takeover offer outside of the Republic of Austria is not permitted. IMMOFINANZ does not assume any responsibility for any violation of the above-mentioned provision.
In particular, the takeover offers are not being made, directly or indirectly, in the United States of America, its territories or possessions or any area subject to its jurisdiction, nor may they be accepted in or from the United States of America. Further, the offers are in particular not being made, directly or indirectly, in Australia or Japan, nor may they be accepted in or from Australia or Japan.
The takeover offers are not offers by IMMOFINANZ to acquire shares or financial instruments. IMMOFINANZ therefore does not assume any responsibility for the completeness, accuracy or legality of the offers or their publication.
The offer documents or any other document connected with a takeover offer do not constitute a solicitation or invitation to offer shares or financial instruments in IMMOFINANZ in or from any jurisdiction where it is prohibited to make such invitations or solicitations or where it is prohibited to launch takeover offers by or to certain individuals. The takeover offers have neither been approved by an authority outside the Republic of Austria nor have applications for such approvals been filed.
Shareholders or holders of financial instruments of IMMOFINANZ who come into possession of the offer documents or any other document connected with the takeover offers outside of the Republic of Austria and/or who wish to accept a takeover offer outside the Republic of Austria are advised to inform themselves of the relevant applicable legal provisions and to comply with them.
Any liability of IMMOFINANZ for the non-compliance of third parties with any laws is hereby explicitly excluded.
Offer of CEE Immobilien GmbH to the shareholders of IMMOFINANZ AG
In this area you can find documents and information in connection with published takeover offers for shares of IMMOFINANZ and financial instruments issued by IMMOFINANZ.
Documents and information are not for publication or distribution particularly in the United States, in Australia or Japan and may not be distributed in or from the United States, Australia or Japan.
On 6 December 2021, S IMMO announced its intention to increase its investment in IMMOFINANZ by roughly 10% from 14.2% of the outstanding shares to approximately 25% of the outstanding shares through a voluntary partial offer. CEE Immobilien GmbH (a wholly owned subsidiary of S IMMO) set the offer price at EUR 23.00 (cum dividend) per IMMOFINANZ share. At the end of January 2022, CEE Immobilien reached an agreement with the CPI Property Group to transfer all its IMMOFINANZ shares, together with the shares purchased through the partial offer for IMMOFINANZ shares, to the CPI Property Group. The takeover offer by CEE Immobilien was then terminated.
For details, please refer to the offer of CEE Immobilien GmbH and the statements of IMMOFINANZ and the report of the expert.
Offer document of CEE Immobilien GmbH (S IMMO)
Here you can find the offer document on the voluntary takeover offer to shareholders of IMMOFINANZ.
Statements of IMMOFINANZ and Report of the Expert
Here you can find the statements of the Executive Board, the Supervisory Board and the Employee Works Council of IMMOFINANZ as well as the report of the Expert on takeover offer of CEE Immobilien GmbH (S IMMO) to the shareholders of IMMOFINANZ.
Presentation
Questions and Answers
Dear Shareholders,
We have compiled the most frequently asked questions regarding the takeover offer by the bidder CEE Immobilien GmbH (subsidiary of S IMMO) and the announced takeover offer of CPI for you in the following Q&As. We will also continuously add to these Q&A. For detailed explanations, please refer to the statements of the Executive Board of IMMOFINANZ AG and the Supervisory Board of IMMOFINANZ AG.
Questions and answers regarding the voluntary partial public offer by the bidder CEE Immobilien GmbH (subsidiary of S IMMO AG)
1. The Executive Board and Supervisory Board of IMMOFINANZ AG recommend that the shareholders of IMMOFINANZ AG not accept the offer of S IMMO AG. What are main arguments for this recommendation?
We welcome shareholders’ interest in increasing their share in IMMOFINANZ, thus benefiting from the attractive growth potential of our company. However, the offer price of EUR 23.00 per IMMOFINANZ share does not reflect the current company value, the positive company development or its attractive future growth potential.
The price of EUR 23.00 in cash per IMMOFINANZ share offered in a partial offer by CEE Immobilien GmbH, a subsidiary of S IMMO AG, shows significant discounts to the reference values for the determination of a fair value of the IMMOFINANZ share. The price is significantly below the current EPRA NTA per share of EUR 30.77, which corresponds to a discount of approximately 25%. High discounts can also be seen in comparison to other important valuation key figures such as EPRA NAV per share or IFRS book value per share.
In addition, the offer price is substantially lower than analysts’ average target price of EUR 24.50 per share (median); the target price of the most recent analyses has even increased to EUR 26.00 to EUR 27.60 in the meantime.
Furthermore, the offer price reflects neither the top performance of IMMOFINANZ in the 2021 financial year nor the potential within its value-creating growth strategy. Based on successful crisis management and targeted growth activities, IMMOFINANZ significantly increased its results of operations (+60% to EUR 180.4 million) and net profit (EUR 295.7 million vs. EUR -98.3 million) in the first three quarters of 2021. IMMOFINANZ thus recorded the best result in the last 10 years and even clearly topped the very good pre-crisis level of 2019.
IMMOFINANZ will continue to pursue this successful path and plans to further strengthen its very good market position. In 2022, the company plans to expand the portfolio with the STOP SHOP (largest retail park provider in Europe) and myhive (innovative and flexible office solutions) brands from currently approximately EUR 5 billion to approximately EUR 6 billion. In addition, entering the market for sustainable and affordable living (TOP on STOP) will create additional earnings potential. IMMOFINANZ therefore expects an increase in FFO 1 before tax to more than EUR 135 million in the 2022 financial year. The plan is to pay out roughly 70% of it to the shareholders of IMMOFINANZ as a dividend.
2. In its offer, S IMMO talks about a premium on the volume-weighted average prices (VWAP, 12 months and 6 months) and on the last closing price at the time of the announcement. Is that not attractive?
The premiums used as arguments by S IMMO refer to price developments and average prices which are still influenced by the negative effects of the COVID-19 pandemic. Moreover, they do not take the expected positive development of IMMOFINANZ into account.
Before the COVID-19 pandemic, the price of the IMMOFINANZ share was significantly higher than the offer price and amounted to EUR 26.95 on 17 February 2020. That was immediately before the outbreak of the pandemic and the related price upheavals on the European stock markets. The offer price thus shows a discount of roughly 14.66% to this pre-COVID price.
To assess the offer price, successful public company transactions in the European real estate sector for partial offers were analysed. These analyses also showed that the offer price is not attractive. On average, a premium of roughly 20.9% (median) on the unaffected closing price was offered in the comparable transactions; in the case of the offer by CEE Immobilien (S IMMO), however, the premium is only 7.7%.
3. S IMMO says it aims to “contribute to dissolving the cross-investment of the two companies in whichever form” with its offer. What is your take on this?
In accordance with the bidder’s offer document, the offer is not related to specific plans to dissolve the cross-investment between S IMMO and IMMOFINANZ, for example by unbundling or combination. One of the objectives named in the offer is to ensure that the corporate policy of IMMOFINANZ is continued in the interest of all of its shareholders and for their value maximisation. From our point of view, this also underlines the successful development and the positive outlook on the future business development of IMMOFINANZ, which we are naturally pleased about.
4. What is the strategy of IMMOFINANZ for its investment in S IMMO?
As we have always emphasised in the past, we will keep all options open for this investment.
We have been the largest shareholder of S IMMO since 2018 and therefore have an attractive investment with an attractive dividend yield. In terms of size and dividend yield, this investment is roughly comparable with our office tower Warsaw Spire.
We have more than EUR 1 billion of available liquidity and consequently no pressure to act. But of course we are also open for opportunities – always in the interest of our shareholders.
5. S IMMO holds approximately 14.23% of the current share capital of IMMOFINANZ via CEE Immobilien GmbH, and CEE Immobilien GmbH aims to acquire up to 10.27% of the current share capital as part of its partial offer. If the bidder surpasses the threshold of 15%, does this then not give rise to a mandatory takeover offer?
It is correct that the threshold for a mandatory offer is 15% in the Articles of Association of IMMOFINANZ. However, the Austrian Takeover Act also governs exemptions, for example when no majority is achieved at the annual general meeting due to usual attendances or if another shareholder with an equally high or higher investment exists.
6. When do I have to decide whether I accept this offer and will there be respite period?
The offer can be accepted until 26 January 2022, 16:00 local time Vienna. Since this is a partial offer without a minimum acceptance level, there is no statutory respite period.
Should a competing offer for IMMOFINANZ be submitted (in principle, this also includes the offer announced by CPIPG), the acceptance period for the offer by CEE Immobilien GmbH (S IMMO) will also be extended until the expiry of the competing offer in accordance with the Austrian Takeover Act. A general maximum period of 10 weeks applies from the start of the first offer. This would be 3 March 2022. However, the Takeover Commission can also permit a longer period.
Due to the publication of the offer by CPI PROPERTY GROUP S.A., the offer of S IMMO ex lege is extended until and including 23 February 2022, 5:00 p.m. Vienna local time. Pursuant to the Austrian Takeover Act, security holders are entitled to revoke previous declarations of acceptance of the voluntary partial offer of S IMMO up to four trading days prior to the expiry of the original acceptance period, this means up to and including 20 January 2022, 4:00 p.m. Vienna local time.
It must be pointed out explicitly that CEE Immobilien GmbH (S IMMO) has reserved the right to withdraw the offer in case of a competing offer.
7. The offer by CEE Immobilien GmbH (S IMMO) does not refer to all shares of IMMOFINANZ. Which risk does a possible limitation of allocation involve if I want to accept the offer as a shareholder?
The partial offer is only aimed at 12,663,043 shares of IMMOFINANZ, which is equivalent to roughly 10.27% of the current share capital. If the bidder is offered more shares, the offer will only be accepted on a pro-rata basis in accordance with the allocation ratio.
Consequently, a shareholder who accepts the offer has the risk that not all shares are sold at the offer price. In addition, all shares for which the offer was accepted remain blocked until the acceptance period expires. That means that shareholders do not have their shares at their disposal during the acceptance period because they are blocked; in particular, they cannot sell them via the stock exchange.
8. Which consequences does a successful offer of CEE Immobilien GmbH (S IMMO) have for me as an IMMOFINANZ shareholder?
As a matter of principle, the “one share – one vote” rule applies at IMMOFINANZ, meaning that all shareholders have the same rights and duties and participate in the company’s business success according to their shareholdings (dividend and share performance). If shareholders of IMMOFINANZ accept the offer of CEE Immobilien GmbH (S IMMO) and sell their shares to CEE Immobilien GmbH (S IMMO), CEE Immobilien GmbH (S IMMO) can increase its share in IMMOFINANZ accordingly by up to 12,663,043 shares or roughly 10.27% of the current share capital. In this case, S IMMO would indirectly increase its share in IMMOFINANZ to up to roughly 25%. As a result, S IMMO would have more influence at the annual general meeting of IMMOFINANZ and could consequently exercise greater influence on decisions in the company. As a result, resolutions which require a three-quarter majority at the annual general meeting – for example capital measures (without subscription rights) to finance growth – would be dependent on its approval. However, a successful offer can also represent a counterbalance in the interests of IMMOFINANZ and its shareholders against CPIPG’s obtaining control and/or exercising control. Of course, a successful offer also reduces the free float, which may have disadvantages for the shares’ liquidity.
9. What happens if the offer by CEE Immobilien GmbH (S IMMO) is not accepted or only accepted to a minor extent?
Should the shareholders not accept the offer or only accept it to a minor extent, there will basically be little change in the status quo. However, without the increase in the investment by CEE Immobilien (S IMMO), no counterbalance to CPIPG’s obtaining control and/or exercising control would be created either. Such a counterbalance could be in the interests of IMMOFINANZ and its shareholders. S IMMO would, however, indirectly still be one of the main shareholders of IMMOFINANZ.
We are in an excellent position to continue our value-creating growth course and consequently create sustainable value for all our stakeholders. We will continue to strengthen our very good market position and strive for a pioneering role in reducing climate change in our industry as part of our net zero emission strategy. Due to the massively growing market demand regarding sustainable investments, this pioneering role will further significantly strengthen the competitive position of IMMOFINANZ.
In 2022, we plan to expand the portfolio with the STOP SHOP (Europe’s largest retail park provider) and myhive (innovative and flexible office solutions) brands from currently roughly EUR 5 billion to roughly EUR 6 billion. In addition, entering the market for sustainable and affordable living (TOP on STOP) will create additional earnings potential and diversification. IMMOFINANZ therefore expects an increase in FFO 1 before tax to more than EUR 135 million in the 2022 financial year. The plan is to pay out roughly 70% of it to the shareholders of IMMOFINANZ as a dividend.
