According to a press announcement of the company, the listing of Colonia Real Estate AG (hereinafter “Colonia”) shares in the Entry Standard is expected to end on 28 October 2016. The board of Colonia, part of TAG Immobilien AG group, and the management of TAG Beteiligungs- und Verwaltungs GmbH (hereinafter “TAG BI”), a subsidiary of TAG Immobilien AG, have concluded, in July 2016, a domination and profit transfer agreement with TAG BI as controlling entity and Colonia as controlled entity. The agreement has become effective upon its entry in the commercial register of Colonia at the Local Court of Hamburg on 13 September 2016. According to the agreement, TAG BI submits an offer to the minority shareholders of Colonia to purchase the shares for a cash compensation of EUR 7.19 per share by 14 November 2016. Alternatively, shareholders who do not accept this tender offer and remain shareholders, will be compensated in the form of an annual guaranteed dividend (Ausgleichszahlung) of EUR 0.20 (net compensatory amount) per share.
However, the adequacy of the settlement and compensation will be examined in judicial review proceedings (Spruchverfahren). In that regard, the tender offer can be accepted not only until 14 November 2016 (as mentioned in the press release), but also long afterwards until the conclusion of this probably several years lasting judicial review proceeding.
The shareholders of Colonia, who wish to accept the offer, are requested to instruct their custodian bank to perform the necessary actions.
The shareholders of Colonia, who wish to accept the offer, are requested to instruct their custodian bank to perform the necessary actions.
At the same time, Colonia has announced termination of the integration of Colonia shares in the trading segment "Entry Standard" of the Regulated Market ("Open Market") of the Frankfurt Stock Exchange to be expected with effect from 28 October 2016. According to the press release, the delisting of the Colonia shares means that after 28 October 2016 there will be no current price determination of Colonia shares anymore and the trading of shares for this reason, will be only at a limited extent. However, we expect that Colonia shares can still be traded, although not on the Regulated Market. On the long run, TAG Immobilien AG might also consider a squeeze-out of the remaining miniority shareholders or a merger.
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