NOT FOR RELEASE, PUBLICATION, DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE USA, AUSTRALIA, CANADA OR JAPAN
IMMOFINANZ AG: Disposal of treasury shares
Publication pursuant to section 65 para 1a Austrian Stock Corporation Act,
section 82 para 9 Austrian Stock Exchange Act in connection with section 5 Austrian Publication Regulation 2002
As announced in the ad-hoc release of 20 September 2017, IMMOFINANZ AG invited holders of the at that time outstanding at EUR 287.3 million 4.25% senior unsecured convertible bonds due 2018, ISIN XS0592528870 to an incentivized conversion.
On the Expiry Date 27 September 2017, 7 p.m. CET, of the incentivized conversion invitation, holders representing a volume of 88.6% of the outstanding convertible bonds have submitted offers to the company. All of these offers were accepted by the company.
The 61.8 million convertible bonds submitted for conversion raise claims for the delivery of 76.6 million IMMOFINANZ shares and 4.0 million BUWOG shares. As announced in the press release of 29 September 2017, IMMOFINANZ AG has used 13.1 million treasury shares for delivery under conversion declarations made and has created further 63.5 million shares from conditional capital. The distribution of shares took place on 2 October 2017.
Date of the authorisation by the shareholders‘ meeting:
29 September 2016
Date and publication of the authorisation:
30 September 2016 via the information distribution system pursuant to sections 81a para 1 no 9 in connection with section 82 para 8 Austrian Stock Exchange Act in connection with section 11 Austrian Publication and Reporting Regulation
Date of disposal (distribution of shares):
2 October 2017
Class of shares:
Bearer shares (ISIN AT0000809058)
13,051,924 shares, corresponding to approx. 1.24% of the nominal share (before the capital increase (see above).
Maximum and minimum consideration per share:
Not applicable. The shares were distributed in connection with rights resulting from conversion declarations.
Form and purpose of the repurchase:
Delivery under conversion declarations.
Consequences for the admission of IMMOFINANZ shares to stock exchanges:
Disclosure according to section 5 para 4 Austrian Publication Regulation 2002: The details to be published pursuant to section 7 Austrian Publication Regulation 2002 regarding the transactions carried out as well as amendments (as the case may be) to be published pursuant to section 6 Publication Regulation 2002, will be published on the website of IMMOFINANZ AG (www.immofinanz.com).
This announcement does not contain nor constitutes an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
This release is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Any public offering of securities to be made in the United States of America would be made by means of a prospectus that could be obtained from the Company and would contain detailed information about the Company and management, as well as financial statements. There will be no public offer of securities in the United States of America.