DGAP-News: GAGFAH S.A. / Key word(s): Bond
GAGFAH S.A.: Notice to the Holders of the 1.50% Convertible Bonds due
20 May 2019 issued by GAGFAH S.A. (ISIN: DE000A1ZJD18, WKN: A1ZJD1)
19.12.2014 / 15:32
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Convenience translation of the binding notice in the German language into
the English language
Notice
to the Holders of the
1.50% Convertible Bonds due 20 May 2019
issued by GAGFAH S.A.
(ISIN: DE000A1ZJD18, WKN: A1ZJD1)
GAGFAH S.A. (GAGFAH) hereby gives notice in accordance with the terms and
conditions (the Terms and Conditions) of the 1.50% convertible bonds due 20
May 2019 (ISIN: DE000A1ZJD18, WKN: A1ZJD1) issued by it (the Convertible
Bonds) that Deutsche Annington Immobilien SE (the Bidder) on 19 December
2014 published a voluntary public takeover offer to the shareholders of
GAGFAH to acquire all registered shares in GAGFAH with a nominal value of
EUR 1.25 each against payment of an amount of EUR 122.52 in cash and an
additional consideration of 5 no-par value registered shares of the Bidder
for each 14 no-par value shares in GAGFAH tendered (the Takeover Offer).
The Takeover Offer can be accepted until 21 January 2015, 24:00 hrs
(Central European Time) (the Acceptance Period). In addition, the Takeover
Offer can be accepted during an additional acceptance period under certain
circumstances, especially if the closing condition that the minimum
acceptance threshold of 57% must be exceeded has been fulfilled upon
expiration of the Acceptance Period, unless such closing condition has been
waived or reduced (the Additional Acceptance Period). The Additional
Acceptance Period is expected to begin on 27 January 2015 and to end on 10
February 2015, 24:00 hrs (Central European Time). GAGFAH points out that it
cannot assess whether there will be an Additional Acceptance Period and
when such Additional Acceptance Period will begin.
If, due to the Takeover Offer, a change of control pursuant to § 11 (f) of
the Terms and Conditions occurs, the holders of the Convertible Bonds (the
Bondholders) may either demand the early redemption of their Convertible
Bonds or exercise their conversion rights on the basis of the adjusted
conversion price. Upon occurrence of a change of control, GAGFAH will give
notice to the Bondholders of the occurrence of such change of control, the
adjusted conversion price and the effective date, as set forth in the Terms
and Conditions. GAGFAH cannot provide any details as to whether and when a
change of control will occur in the course of the implementation of the
Takeover Offer. The Bidder assumes in the Takeover Offer that a change of
control will occur upon expiration of the Acceptance Period.
Bondholders who demand the early redemption of their Convertible Bonds must
declare some or all of their Convertible Bonds due by giving notice not
less than 10 calendar days' prior to the effective date, as set forth in
the Terms and Conditions. In this event, the Convertible Bonds of
Bondholders, who have validly declared their Convertible Bonds due, will be
redeemed at their principal amount plus accrued interest on the effective
date.
Bondholders who alternatively elect to exercise their conversion right on
the basis of the adjusted conversion price must, by no later than 21
January 2015, 4 p.m. (Central European Time), send a conversion notice
specified to be a conditional conversion notice via their respective
custodian to the principal conversion agent (Citibank, N.A., Citigroup
Centre, Global Transaction Banking, Canada Square, Canary Wharf, London E14
5LB, England) and deliver the relevant Convertible Bonds to the principal
conversion agent, as set forth in more detail in the Terms and Conditions.
A form of such conversion notice can be obtained from the principal
conversion agent via the respective custodian of the Bondholders.
GAGFAH does not intend to exercise the cash alternative election set forth
in the Terms and Conditions. According to the Terms and Conditions, the
settlement shares must be credited to the Bondholders no later than on the
15th business day following the conversion date. GAGFAH intends to deliver
the settlement shares as soon as possible after valid exercise of the
conversion right in order to enable the Bondholders to accept the Takeover
Offer within the Additional Acceptance Period. However, GAGFAH assumes no
warranty or liability for the delivery of the settlement shares within the
Additional Acceptance Period.
Fractions of settlement shares will not be compensated in cash. The
settlement shares will be issued out of GAGFAH's authorised capital.
Luxembourg, 19 December 2014
GAGFAH S.A.
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19.12.2014 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
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Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: GAGFAH S.A.
2-4, rue Beck
1222 Luxemburg
Grand Duchy of Luxembourg
Phone: + 352 266 366 21
Fax: + 352 266 366 01
E-mail: info@gagfah.com
Internet: www.gagfah.com
ISIN: LU0269583422, LU0269583422
WKN: A0LBDT
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
Stuttgart
End of News DGAP News-Service
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307739 19.12.2014
DGAP-News: GAGFAH S.A.: Notice to the Holders of the 1.50% Convertible Bonds due 20 May 2019 issued by GAGFAH S.A. (ISIN: DE000A1ZJD18, WKN: A1ZJD1)
| Source: EQS Group AG