IMMOFINANZ AG: Change in stake of voting rights of PHI Finanzbeteiligungs und Investment GmbH and O1 Group Limited
O1 Group Limited, Cyprus (“O1”) and PHI Finanzbeteiligungs und Investment GmbH, Vienna ("PHI") notified on 28 April 2015 on their behalf, and also on behalf of the legal and natural persons referred to below, in accordance with section 92a para 1 in connection with sections 91 et seq Austrian Stock Exchange Act in relation to IMMOFINANZ AG and the shares of IMMOFINANZ AG admitted to trading on the Official Market of the Vienna Stock Exchange (ISIN AT0000809058) (“Shares”), as follows:
On 25 March 2015 O1 and PHI published as bidder a voluntary partial offer pursuant to sections 4 et seq Austrian Takeover Act to the shareholders of IMMOFINANZ AG ("Offer"), in the course of which shareholders of IMMOFINANZ AG were able to tender Bearer Shares until the end of the acceptance period (15 April 2015).
On 17 April 2015 O1 and PHI have been informed by the receiving and payment agent that until 17 April 2015 declarations of acceptance have been made for 15,777,617 Shares, corresponding to 1.47% of the voting rights in IMMOFINANZ AG (section 91a Austrian Stock Exchange Act).
The settlement of the Offer occurred on 24 April 2015. According to the provisions of the Memorandum of Understanding all shares out of the Offer are acquired by PHI. In light of the Offer the Shares held by O1 and PHI as bidder are, for purposes of this notification, reciprocally attributed pursuant to section 92 number 7 Austrian Stock Exchange Act. As of 24 April 2015, PHI directly holds 48,765,183 Shares in IMMOFINANZ AG, which corresponds to approximately 4.54% of IMMOFINANZ AG's total share capital and voting rights. PHI is a 100% indirect subsidiary company of CA Immobilien Anlagen Aktiengesellschaft, Vienna ("CA Immo"). Therefore, CA Immo holds these shares indirectly via its 100% subsidiary companies RI - Residential Property Holding GmbH (FN 248934 f), Vienna, and CA Immo International Holding GmbH (FN 248643 b), Vienna.
O1 still holds after the settlement of the Offer 12,368,181 Shares, which corresponds to approximately 1.15% of IMMOFINANZ AG's total share capital and voting rights. O1 is controlled by its 100% shareholder Vaulterra Trustees and Corporate Limited, Cyprus, which is the trustee for the MFT Cyprus Trust, Cyprus, which is attributable to Mallorn Limited and Asfalot Limited, both Cayman Islands, in accordance with section 92 Austrian Stock Exchange Act. Mallorn Limited and Asfalot Limited are controlled by Maples FS Limited, Cayman Islands, as Trustee for the Mints Family Trust, Cayman Islands, which is attributable to Mr. Boris Mints, Russia, in accordance with section 92 Austrian Stock Exchange Act (O1 and the persons listed in this paragraph together the "O1 Group").
O1 and PHI held, directly or by way of attribution as set out above, a total of 61,133,364 Shares pursuant to section 92 number 7 Austrian Stock Exchange Act, which corresponds to approximately 5.70% of IMMOFINANZ AG's total share capital and voting rights, and, thus, they have each reached and exceeded the threshold of 4% and 5% according to section 91 Austrian Stock Exchange Act on 24 April 2015.
No member of the O1 Group and the CA Immo Group holds any financial instrument of IMMOFINANZ AG pursuant to section 91a of the Austrian Stock Exchange Act after the settlement of the Offer.
This notification is made by O1 and PHI for the remaining members of O1 Group and PHI/CA Immo in a single joint notification pursuant to the transparency ordinance (Transparenz-Verordnung).