Announcement pursuant to section 23 para. 1 sent. 1 no. 2 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz
– “WpÜG”) and regarding the fulfilment of completion conditions
On 24 March 2020, Hyundai Capital Bank Europe GmbH, Frankfurt am Main, Germany, (the “Bidder”) has published the offer document for its voluntary public takeover offer (cash offer) to the shareholders of Sixt Leasing SE, Pullach, Germany, to acquire their no-par value bearer shares in Sixt Leasing SE (ISIN DE000A0DPRE6) (the “Sixt Leasing Shares”) against payment of a cash consideration in the amount of EUR 18.00 per share of Sixt Leasing SE (the “Takeover Offer”; cf. Section 4 of the offer document regarding a potential increase of the offer consideration under certain conditions). The acceptance period of the Takeover Offer expired on 30 April 2020, 24:00 hrs (local time Frankfurt am Main, Germany).
1 Announcement pursuant to section 23 para. 1 sentence 1 no. 2 WpÜG
1.1 Until the end of the acceptance period on 30 April 2020, 24:00 hrs (local time Frankfurt am Main, Germany) (the „Reference Date“), the Takeover Offer has been accepted for a total of 6,369,648 Sixt Leasing Shares. This corresponds to approx. 30,90% of the share capital and the voting rights of Sixt Leasing SE.
1.2 On 21 February 2020, the Bidder and Sixt SE, Pullach, Germany, concluded a share purchase agreement in which they agreed to sell the 8,644,638 Sixt Leasing Shares held by Sixt SE to the Bidder subject to various conditions precedent (for further details cf. Section 6.7 of the offer document) (the “SPA”). Arising from the SPA, the Bidder, Santander Consumer Bank Aktiengesellschaft, Moenchengladbach, Germany, Santander Consumer Holding GmbH, Moenchengladbach, Germany, Santander Consumer Finance S.A., Madrid, Spain, and Banco Santander S.A., Santander, Spain, which control the Bidder, hold rights from instruments within the meaning of section 38 of the German Securities Trading Act (Wertpapierhandelsgesetz – “WpHG”) directly and indirectly held in relation to 8,644,638 voting rights in Sixt Leasing SE; this corresponds to approx. 41.94% of the share capital and voting rights of Sixt Leasing SE.
1.3 Apart from this, on the Reference Date, neither the Bidder nor persons acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG nor their subsidiaries held any Sixt Leasing Shares, instruments relating thereto pursuant to sections 38 and 39 of the German Securities Trading Act (WpHG), or any rights to demand transfer of Sixt Leasing Shares. Moreover, no voting rights from Sixt Leasing Shares were attributed to them pursuant to section 30 WpÜG on the Reference Date.
1.4 The minimum acceptance threshold of the Takeover Offer (as described in Section 13.1.3 of the offer document) was equivalent to at least 55% of all Sixt Leasing Shares issued at the end of the acceptance period (including the 8,644,638 Sixt Leasing Shares to be acquired from Sixt SE under the SPA), and thus 11,336,377 Sixt Leasing Shares. The acceptance rate for Sixt Leasing Shares to be taken into account for this minimum acceptance threshold at the end of the acceptance period is 15,014,286 Sixt Leasing Shares. This corresponds to approx. 72.84%.
2 Fulfilment of Completion Conditions
Pursuant to Section 13.1 of the offer document, the Takeover Offer and the agreements with the shareholders of Sixt Leasing SE which came into existence as a result of the acceptance of the Takeover Offer will only be completed if the Bidder has validly waived the fulfilment of the completion conditions described therein at least one working day prior to the expiry of the acceptance period (and prior to the non-fulfilment of the relevant completion condition) or the completion conditions have been fulfilled within the periods specified therein.
The completion conditions set out in Section 13.1.3 (“Minimum acceptance threshold”), Section 13.1.4 (“No capital measures”), Section 13.1.5 (“No material measure by Sixt Leasing”) and Section 13.1.6 (“No insolvency of Sixt Leasing”) of the offer document have been fulfilled. Therefore, the Takeover Offer still remains subject to the fulfilment of the remaining completion conditions which apply after the end of the acceptance period, i.e. Section 13.1.1 (“Merger control clearance – European Commission”) and Section 13.1.2 (“German Owner Control Clearance”).
3 Additional acceptance period
Shareholders of Sixt Leasing SE who have not yet accepted the Takeover Offer may still accept the Takeover Offer pursuant to section 16 para. 2 sent. 1 WpÜG within two weeks following this announcement, i.e. within the period from
The final number of Sixt Leasing Shares tendered under the Takeover Offer following the expiry of the additional acceptance period is expected to be published on 26 May 2020 once confirmation of the final outcome has been obtained.
Important information:
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Sixt Leasing SE. The terms and further provisions regarding the public takeover by Hyundai Capital Bank Europe GmbH to the shareholders of Sixt Leasing SE are set forth in the offer document whose publication is approved. Investors and shareholders of Sixt Leasing SE are strongly recommended to read the offer document and all other announcements and documents published in connection with the Takeover Offer because they contain important information.
Frankfurt am Main, 6 May 2020
Hyundai Capital Bank Europe GmbH
The Management
On 24 March 2020, Hyundai Capital Bank Europe GmbH, Frankfurt am Main, Germany, (the “Bidder”) has published the offer document for its voluntary public takeover offer (cash offer) to the shareholders of Sixt Leasing SE, Pullach, Germany, to acquire their no-par value bearer shares in Sixt Leasing SE (ISIN DE000A0DPRE6) (the “Sixt Leasing Shares”) against payment of a cash consideration in the amount of EUR 18.00 per share of Sixt Leasing SE (the “Takeover Offer”; cf. Section 4 of the offer document regarding a potential increase of the offer consideration under certain conditions). The acceptance period of the Takeover Offer expired on 30 April 2020, 24:00 hrs (local time Frankfurt am Main, Germany).
1 Announcement pursuant to section 23 para. 1 sentence 1 no. 2 WpÜG
1.1 Until the end of the acceptance period on 30 April 2020, 24:00 hrs (local time Frankfurt am Main, Germany) (the „Reference Date“), the Takeover Offer has been accepted for a total of 6,369,648 Sixt Leasing Shares. This corresponds to approx. 30,90% of the share capital and the voting rights of Sixt Leasing SE.
1.2 On 21 February 2020, the Bidder and Sixt SE, Pullach, Germany, concluded a share purchase agreement in which they agreed to sell the 8,644,638 Sixt Leasing Shares held by Sixt SE to the Bidder subject to various conditions precedent (for further details cf. Section 6.7 of the offer document) (the “SPA”). Arising from the SPA, the Bidder, Santander Consumer Bank Aktiengesellschaft, Moenchengladbach, Germany, Santander Consumer Holding GmbH, Moenchengladbach, Germany, Santander Consumer Finance S.A., Madrid, Spain, and Banco Santander S.A., Santander, Spain, which control the Bidder, hold rights from instruments within the meaning of section 38 of the German Securities Trading Act (Wertpapierhandelsgesetz – “WpHG”) directly and indirectly held in relation to 8,644,638 voting rights in Sixt Leasing SE; this corresponds to approx. 41.94% of the share capital and voting rights of Sixt Leasing SE.
1.3 Apart from this, on the Reference Date, neither the Bidder nor persons acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG nor their subsidiaries held any Sixt Leasing Shares, instruments relating thereto pursuant to sections 38 and 39 of the German Securities Trading Act (WpHG), or any rights to demand transfer of Sixt Leasing Shares. Moreover, no voting rights from Sixt Leasing Shares were attributed to them pursuant to section 30 WpÜG on the Reference Date.
1.4 The minimum acceptance threshold of the Takeover Offer (as described in Section 13.1.3 of the offer document) was equivalent to at least 55% of all Sixt Leasing Shares issued at the end of the acceptance period (including the 8,644,638 Sixt Leasing Shares to be acquired from Sixt SE under the SPA), and thus 11,336,377 Sixt Leasing Shares. The acceptance rate for Sixt Leasing Shares to be taken into account for this minimum acceptance threshold at the end of the acceptance period is 15,014,286 Sixt Leasing Shares. This corresponds to approx. 72.84%.
2 Fulfilment of Completion Conditions
Pursuant to Section 13.1 of the offer document, the Takeover Offer and the agreements with the shareholders of Sixt Leasing SE which came into existence as a result of the acceptance of the Takeover Offer will only be completed if the Bidder has validly waived the fulfilment of the completion conditions described therein at least one working day prior to the expiry of the acceptance period (and prior to the non-fulfilment of the relevant completion condition) or the completion conditions have been fulfilled within the periods specified therein.
The completion conditions set out in Section 13.1.3 (“Minimum acceptance threshold”), Section 13.1.4 (“No capital measures”), Section 13.1.5 (“No material measure by Sixt Leasing”) and Section 13.1.6 (“No insolvency of Sixt Leasing”) of the offer document have been fulfilled. Therefore, the Takeover Offer still remains subject to the fulfilment of the remaining completion conditions which apply after the end of the acceptance period, i.e. Section 13.1.1 (“Merger control clearance – European Commission”) and Section 13.1.2 (“German Owner Control Clearance”).
3 Additional acceptance period
Shareholders of Sixt Leasing SE who have not yet accepted the Takeover Offer may still accept the Takeover Offer pursuant to section 16 para. 2 sent. 1 WpÜG within two weeks following this announcement, i.e. within the period from
7 May 2020 to 20 May 2020, 24.00 hrs (local time Frankfurt am Main)
The final number of Sixt Leasing Shares tendered under the Takeover Offer following the expiry of the additional acceptance period is expected to be published on 26 May 2020 once confirmation of the final outcome has been obtained.
Important information:
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Sixt Leasing SE. The terms and further provisions regarding the public takeover by Hyundai Capital Bank Europe GmbH to the shareholders of Sixt Leasing SE are set forth in the offer document whose publication is approved. Investors and shareholders of Sixt Leasing SE are strongly recommended to read the offer document and all other announcements and documents published in connection with the Takeover Offer because they contain important information.
Frankfurt am Main, 6 May 2020
Hyundai Capital Bank Europe GmbH
The Management
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