Vantage Towers AG: Resolutions of the Management Board and of the Supervisory Board on the conclusion of a domination and profit and loss transfer agreement

Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014 (Market Abuse Regulation)

Vantage Towers AG ad hoc announcement: 

- Resolutions of the Management Board and of the Supervisory Board on the conclusion of a domination and profit and loss transfer agreement pursuant to Sections°291 et seq. German Stock Corporation Act (AktG) between Vantage Towers AG and Oak Holdings GmbH with a cash compensation offer in the amount of EUR°27.85 and a guaranteed dividend payment in the gross amount of EUR°1.60 per share, respectively.

- Vantage Towers AG will voluntarily redeem early all of its outstanding Notes.

Düsseldorf, 23rd March 2023 – Following the completion of the transaction (described in more detail in the ad hoc announcement dated November 9, 2022) between Vodafone GmbH and the consortium consisting of Global Infrastructure Partners (GIP) and KKR ("Transaction") and of the voluntary take-offer offer, the Management Board, with the consent of the Supervisory Board, has approved the conclusion of a domination and profit and loss transfer agreement pursuant to Sections°291 et seq. AktG between Vantage Towers AG as the controlled company and Oak Holdings GmbH as the controlling company on the basis of a draft agreement agreed between the parties. Oak Holdings GmbH will, according thereto, offer to the outside shareholders to acquire their shares against payment of a cash compensation amount pursuant to Section 305 AktG in the amount of EUR°27.85 per Vantage Towers AG share. The guaranteed dividend payment for the outside shareholders pursuant to Section°304 AktG shall amount to EUR°1.60 gross (EUR°1.49 after deduction of corporate income tax (including solidarity surcharge)) per Vantage Towers AG share.

The amounts for the compensation amount and the guaranteed dividend in the draft domination and profit and loss transfer agreement were determined on the basis of an expert opinion on the enterprise value of Vantage Towers AG prepared by Grant Thornton AG Wirtschaftsprüfungsgesellschaft, Düsseldorf ("GT"). GT was commissioned as an independent expert by both contracting parties to carry out the company valuation of Vantage Towers AG and to determine the appropriate cash compensation pursuant to Section 305 AktG and the appropriate guaranteed dividend payment pursuant to Section 304 AktG. The contract review by the court-appointed joint contract auditor, I-ADVISE AG Wirtschaftsprüfungsgesellschaft, Düsseldorf ("contract auditor") is still ongoing. However, the court-appointed contract auditor has confirmed a compensation payment and a guaranteed dividend payment in the afore-mentioned amounts as appropriate according to the current status of the audit.

In addition to the approval of the shareholders' meeting of Oak Holdings GmbH, the domination and profit and loss transfer agreement requires the approval of the General Meeting (Hauptversammlung) of Vantage Towers AG in order to become effective, which is expected to be resolved upon in the context of an extraordinary General Meeting on May 5, 2023. It is intended to conclude the domination and profit and loss transfer agreement after approval by the General Meeting of Vantage Towers AG. The domination and profit and loss transfer agreement also requires entry in the commercial register to become effective.

The draft domination and profit and loss transfer agreement as well as the joint report of the Management Board of Vantage Towers AG and the management of Oak Holdings GmbH on the draft agreement, including the expert opinion of GT as well as the audit report of the contract auditor, will be published together with the notice of the extraordinary General Meeting of Vantage Towers AG.

It is clarified that the planned conclusion of the domination and profit and loss transfer agreement will be pursued independently of the revocation of the admission and termination of trading of the Vantage Towers AG shares (delisting) announced on March 20, 2023, following a delisting acquisition offer announced by Oak Holdings GmbH.

In addition, today the Management Board of Vantage Towers AG resolved, with the consent of the Supervisory Board, to redeem all outstanding notes with a nominal value of (i) EUR 750.00 million maturing on March 31, 2025 (ISIN DE000A3H3J14), (ii) EUR 750.00 million maturing on March 31, 2027 (ISIN DE000A3H3J22) and (iii) EUR 700.00 million maturing on March 31, 2030 (ISIN DE000A3H3J30), subject to compliance with the maximum notice period of 60 days pursuant to §°4 (c)(i) and (d) of the terms and conditions of the notes (“Early redemption at the option of the Issuer”). Repayment of the notes is expected to occur in the week starting on May 22, 2023. Vantage Towers AG has secured the financing necessary for the early redemption of all three notes. Notice of the redemption will be given to the noteholders without undue delay in accordance with § 11 of the terms and conditions of the notes. Interest payments on the notes due March 31, 2027 and March 31, 2030 will be made on March 31, 2023, as provided for in the terms and conditions of the notes.