(convenience translation)
Oak Holdings GmbH, Düsseldorf, Germany, (the "Bidder") published the offer document (the "Offer Document") for its voluntary public takeover offer (cash offer) to the shareholders of Vantage Towers AG, Düsseldorf, Germany, to acquire their registered no-par value shares in Vantage Towers AG (ISIN DE000A3H3LL2) ("Vantage Towers Shares") against payment of a cash consideration in the amount of EUR 32.00 per share in Vantage Towers AG (the "Takeover Offer"). The acceptance period of the Takeover Offer ended on January 10, 2023, 24:00 hours (local time Frankfurt am Main, Germany).
1. Announcement pursuant to section 23 para. 1 sentence 1 no. 2 WpÜG
- By the end of the acceptance period on January 10, 2023, 24:00 hours (local time Frankfurt am Main, Germany, the "Notification Date"), the Takeover Offer was accepted for a total of 36,265,969 Vantage Towers shares. This corresponds to approximately 7.17% of the share capital and voting rights of Vantage Towers AG.
- On December 19, 2022, the intended restructuring of the Vodafone Group has been completed with the effects described in Section 6.2.2 (ii) of the Offer Document.
- Vodafone GmbH, a person acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG, directly held 413,347,708 Vantage Towers Shares as of the Reporting Date. This corresponds to a share of approximately 81.72% of the share capital and voting rights of Vantage Towers AG. The voting rights of the 413,347,708 Vantage Towers Shares were attributed to the other Controlling Vodafone Parties (as defined in Section 6.2.2 (i) of the Offer Document) as of the Reporting Date with the exception of Oak Holdings 1 and Oak Holdings 2 pursuant to Section 30 para. 1 sentence 1 no. 1 and sentence 3 WpÜG.
- Vodafone Group Plc, a person acting in concert with the Bidder within the meaning of Section 2 para. 5 WpÜG, had accepted the Takeover Offer for its 20,833,333 Vantage Towers Shares (corresponding to a share of approximately 4.12% of the share capital and voting rights of Vantage Towers AG) as of the Reporting Date. These 20,833,333 Vantage Towers shares are therefore already included in the total number of Vantage Towers shares for which the takeover offer was accepted pursuant to No. 1.1 of this announcement.
- Oak Consortium GmbH, a person acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG, had the right on the Reporting Date to acquire shares in Oak Holdings 1 GmbH (as described in Sections 6.6 and 6.7.3 (ii) of the Offer Document), which in combination with the conclusion of the Shareholders' Agreement (as described in Section 8.2 of the Offer Document) will convey joint control over Oak Holdings 1 GmbH in accordance with the principles of multiple parent control. As of the Reporting Date, this right constituted an instrument within the meaning of section 38 para. 1 no. 2 WpHG of Oak Consortium GmbH and (indirectly) the other Further Consortium Control Acquirers (as defined in section 6.5 of the Offer Document), which are also persons acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG, with respect to 413,347,708 voting rights of Vantage Towers AG (corresponding to a share of approximately 81.72% of the share capital and voting rights of Vantage Towers AG).
- In addition, neither the Bidder, nor persons acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG, nor their subsidiaries held Vantage Towers shares, related instruments pursuant to sections 38, 39 WpHG or claims for the transfer of Vantage Towers shares as of the reporting date. Nor were any other voting rights from Vantage Towers shares pursuant to section 30 WpÜG attributable to them on the reporting date.
- Occurrence of a condition of completion
Pursuant to Section 13.1 of the Offer Document, the Takeover Offer and the agreements entered into with the shareholders of Vantage Towers AG as a result of the acceptance of the Takeover Offer will only be consummated if the Bidder has effectively waived the occurrence of the conditions of consummation specified therein up to one business day prior to the expiry of the Acceptance Period (and prior to the non-occurrence of the respective condition of consummation) or if the conditions of consummation have occurred within the periods specified therein. The condition of completion under Section 13.1.3 ("No Prohibition and No Illegality") of the Offer Document has occurred. The Takeover Offer is therefore still subject to the fulfilment of the conditions for completion under section 13.1.1 ("Approvals under merger control law") and section 13.1.2 ("Approvals under foreign trade law") bullet points (ii) to (vii) of the Offer Document.
- Additional Acceptance Period
Shareholders of Vantage Towers AG who have not yet accepted the takeover offer may still accept the takeover offer pursuant to section 16 para. 2 sentence 1 WpÜG within two weeks after the announcement hereby made, i.e. in the period from
January 14, 2023 until January 27, 2023, 24:00 hours (Frankfurt am Main local time).
The final number of Vantage Towers shares for which the offer has been accepted after the end of the additional acceptance period will be announced as soon as it has been determined, which is expected to be on February 1, 2023.
Important Notice
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Vantage Towers AG. The terms and conditions and other provisions relating to the takeover offer by Oak Holdings GmbH to the shareholders of Vantage Towers AG are set out in the offer document. Investors and shareholders of Vantage Towers AG are strongly advised to read the offer document and all other communications and documents relating to the takeover offer as they contain important information.
The publication is available
on the Internet at: https://angebot.wpueg.de/websites/1092_ma/German/1000/bekanntmachungen.html
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