DGAP-Adhoc: Capital Stage announces voluntary public takeover offer for all outstanding shares of CHORUS Clean Energy AG

Capital Stage AG  / Key word(s): Offer/Offer

30.05.2016 08:15

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION.

Capital Stage announces voluntary public takeover offer for all outstanding
shares of CHORUS Clean Energy AG

Exchange offer and capital increase in kind in conjunction with the
announced voluntary public takeover offer by Capital Stage AG for all
outstanding shares of CHORUS Clean Energy AG; conclusion of a Business
Combination Agreement between Capital Stage AG and CHORUS Clean Energy AG
as well as conclusion of tender commitment agreements with the largest
shareholder and the Management Board of CHORUS Clean Energy AG

Hamburg, May 30, 2016 - Management Board and the Supervisory Board of SDAX-
listed Hamburg-based solar and wind park operator Capital Stage AG
("Capital Stage"; ISIN DE0006095003) decided to offer the shareholders of
CHORUS Clean Energy AG ("CHORUS") the acquisition of all their share
capital by way of a voluntary public takeover offer in the form of an
exchange offer (the "Takeover Offer"). Additionally, Capital Stage and
CHORUS signed today a Business Combination Agreement. At the same time,
Capital Stage entered into tender agreements with certain shareholders of
CHORUS, in which these shareholders undertake to accept the takeover offer
of Capital Stage for their CHORUS shares (so-called "Tender Commitments").

Public takeover offer by Capital Stage for all outstanding shares of CHORUS

Capital Stage intends to offer the shareholders of CHORUS five (5) new no-
par value bearer shares of Capital Stage, each representing a pro rata
amount of the registered share capital of EUR 1.00 and a right to dividends
as of 1 January 2016 (the "Capital Stage Shares") from the capital increase
in kind (the "Capital Increase"), still to be resolved by the General
Meeting, in exchange for every three (3) CHORUS shares tendered to Capital
Stage in the context of the Takeover Offer, subject to the final
determination of a minimum offer price and the final terms in the offer
document.

Business Combination Agreement between Capital Stage and CHORUS

In relation to the Takeover Offer, Capital Stage and CHORUS have entered
into a Business Combination Agreement on May 30, 2016 in which both
companies have stipulated their current understanding in terms of the
execution of the Takeover Offer and the general support of the Takeover
Offer by the Management Board of CHORUS. The joint goal of the transaction
is to create a leading independent operator of wind and solar parks in
Germany, including asset management operations. Subject to a review of the
offer document including a final review of the adequacy of the exchange
ratio, the Management and Supervisory Boards of CHORUS intend to support
the Takeover Offer and to recommend the CHORUS shareholders to accept the
Takeover Offer.

Tender commitment agreements with the largest shareholder and the
Management Board of CHORUS

Today, Capital Stage entered into Tender Commitments with Peter Heidecker,
chairman of the supervisory board and largest shareholder of CHORUS, as
well as the management board members of CHORUS (together referred to as the
"Package Shareholders"), who own in total approximately 15% of the shares
and voting rights of CHORUS. In these agreements, the Package Shareholders
irrevocably undertake to tender their CHORUS shares in connection with the
Takeover Offer.

Capital Increase of Capital Stage

The new Capital Stage shares under the Takeover Offer shall be created by
way of a capital Increase in kind still to be resolved and excluding
Capital Stage shareholders subscription rights. For the purpose of
resolving the capital Increase, Capital Stage will convene an extraordinary
General Meeting at short notice, presumably on July 8, 2016. At the
extraordinary General Meeting, Capital Stage's share capital shall be
increased by up to EUR 46,174,916.00 against contribution in kind by
issuing up to 46,174,916 no-par value bearer shares each representing a pro
rata amount of the registered share capital of EUR 1.00.

One or more exchange trustees shall subscribe the new shares. The
trustee(s) will contribute the CHORUS shares offered for exchange under the
Takeover Offer (if subject to the Capital Increase) as a contributor in
kind with Capital Stage and transfer the new Capital Stage shares to the
shareholders accepting the Takeover Offer.

Important information:

This announcement is neither an offer to exchange nor a solicitation of an
offer to exchange CHORUS Shares. Moreover, this announcement is neither an
offer to purchase nor a solicitation to purchase any shares of Capital
Stage AG.

To the extent this announcement contains forward-looking statements, also
with respect to the Takeover Offer, such statements do not represent facts
and are characterised by the words "will", "expect", "believe", "estimate",
"intend", "aim", "assume" or similar expressions. Such forward-looking
statements express the intentions, opinions or current expectations and
assumptions of Capital Stage AG and the persons acting in concert with
Capital Stage AG. Such forward-looking statements are based on current
plans, estimates and forecasts which Capital Stage AG and the persons
acting in concert with Capital Stage AG have made to the best of their
knowledge, but which do not claim to be correct in the future. Forward-
looking statements are subject to risks, uncertainties and changes in the
accompanying circumstances that for the most part are difficult to predict
and usually cannot be influenced by Capital Stage AG or the persons acting
in concert with Capital Stage AG. These expectations and forward-looking
statements can prove to be incorrect and the actual events may differ
materially from those contained in such forward-looking statements. Capital
Stage AG and the persons acting in concert with Capital Stage AG do not
assume an obligation to update the forward-looking statements with respect
to actual developments, events, basic conditions, assumptions or other
factors.

This announcement is published in German and as an English translation. In
the event of any conflict or inconsistency between the English and the
German versions, the German version shall prevail.

Hamburg, May, 30 2016

Capital Stage AG

The Management Board

Contact:

Capital Stage AG
Till Gießmann
Head of Investor & Public Relations
Tel.: + 49 (0)40 37 85 62-242
Fax: + 49 (0)40 37 85 62-129
E-Mail: till.giessmann@capitalstage.com


30.05.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap.de

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Language:     English
Company:      Capital Stage AG
              Große Elbstraße 59
              22767 Hamburg
              Germany
Phone:        +49 4037 85 62 -0
Fax:          +49 4037 85 62 -129
E-mail:       info@capitalstage.com
Internet:     www.capitalstage.com
ISIN:         DE0006095003
WKN:          609500
Indices:      SDAX
Listed:       Regulated Market in Frankfurt (Prime Standard), Hamburg;
              Regulated Unofficial Market in Berlin, Dusseldorf, Munich,
              Stuttgart
 
End of Announcement                             DGAP News-Service
 
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