Munich, March 8, 2021
The Managing Board of OSRAM Licht AG (OSRAM) has decided today to apply to the management board of the Frankfurt Stock Exchange pursuant to Sec. 57 of the "Exchange Rules for the Frankfurt Stock Exchange" in a timely manner for the revocation of admission of the OSRAM shares to the listing sub-segment of the regulated market with additional obligations arising from the admission (Prime Standard). As a consequence, the OSRAM shares will be listed on the regulated market (General Standard) for trading ex officio.
By changing the listing sub-segment of the exchange, post-listing obligations of the Company such as certain reporting and publication requirements will fall away. This will avoid substantial additional effort and assist the Company in cost-saving and streamlining processes. The withdrawal of the listing becomes effective three months after the publication of the withdrawal decision by the management of the Frankfurt Stock Exchange on the internet (www.deutsche-boerse.com).
20 March 2021
05 March 2021
DEMIRE Deutsche Mittelstand Real Estate AG: Majority shareholders aim for the distribution of a substantial dividend for the financial year 2020
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Langen, 04 March 2021 - Today, DEMIRE Deutsche Mittelstand Real Estate AG (ISIN: DE000A0XFSF0) has received letters from its majority shareholders, AEPF III 15 S.à r.l. ("Apollo") and Wecken-Group. In these letters, the majority shareholders inform the Executive Board of the Company that, due to the uncertain investment climate and the still high level of liquidity - as already for the 2019 financial year - they are seeking the payment of a substantial dividend for the 2020 financial year in the amount of the accumulated profit.
According to preliminary, still unaudited figures, the accumulated profit for 2020 amounts to approximately EUR 65 million. As of 28 February 2021, the company had cash and cash equivalents of approximately EUR 117 million and has additional contractually agreed loan commitments of EUR 51 million. The Company is also expecting to have sufficient cash to pay such a dividend at the time of the Annual General Meeting, which is planned on 28 April 2021.
Apollo holds approximately 58.6% and the Wecken-Group approximately 32.1% of the voting rights in the Company. The Company assumes that the majority shareholders will exercise its voting rights at the Annual General Meeting in favour of such dividend payment.
DEMIRE Deutsche Mittelstand Real Estate AG
The Executive Board
04 March 2021
Announcement of the squeeze-out at Phocos AG
Helios Solar Holdings Inc
Announcement pertaining to the exclusion of minority shareholders of
Phocos AG, with its registered office in Ulm,
and their compensation
On December 30, 2020, on the occasion of the Annual General Meeting of Phocos AG, with its registered office in Ulm, and at the request of the majority shareholder, Helios Solar Holdings Inc, with its registered office at 1995 Broadway FL 16, New York, NY 10023 USA, the decision was taken, pursuant to §§ 327a et seq. of the German Stock Corporation Act, to transfer the shares of the remaining shareholders ("minority shareholders") to the majority shareholder in return for an appropriate cash compensation. The transfer resolution was entered in Phocos AG's commercial register at Ulm Local Court (HRB 4231) on February 17, 2021. Thus, by act of law, all shares held by Phocos AG's minority shareholders were transferred to Helios Solar Holdings Inc.
Pursuant to the transfer resolution, the exiting minority shareholders are to receive a cash compensation that is to be paid by Helios Solar Holdings Inc in the amount of EUR 2.68 per Phocos AG no-par value share, with a proportionate amount of the share capital of EUR 10.00 attributable to each share.
The appropriateness of the cash compensation was audited by Baker Tilly GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, located in Nymphenburger Strasse 3b, 80335 Munich, Germany, which is the auditor selected and appointed by the court, and it was approved by the Stuttgart District Court, in accordance with the resolution of July 28, 2020, with the file reference: 40 O 34/20 Commercial Court (KfH) German Stock Corporation Act.
The cash compensation shall bear an annual interest rate of 5 per cent above the respective base interest rate, as calculated from the date of the court announcement of the entry of the transfer resolution in the commercial register.
If the competent court legally determines a higher cash compensation in proceedings pursuant to § 327f Stock Corporation Act (AktG) in conjunction with the provisions of the German Act on Appraisal Proceedings (Spruchverfahrensgesetz), or if Helios Solar Holdings Inc undertakes to pay a higher cash compensation to a departing shareholder in a settlement to avert or end such proceedings, or if Helios Solar Holdings Inc determines a higher cash compensation on its own initiative, a corresponding supplement to the cash compensation will be granted to all minority shareholders who have left as a result of the transfer.
The payment of the cash compensation shall be made by the
J.P. Morgan AG Frankfurt am Main, Germany
as paying agent. The payment of the cash compensation shall take place immediately.
Cash settlement amounts that have not been received by the beneficiaries by 1st July, 2021 shall be deposited in favor of the beneficiaries at the competent local court in Ulm (depository), waiving the right of redemption.
Ulm, in February 2021
Helios Solar Holdings Inc
Michael Sonnenfeldt
The Management Board
published in Bundesanzeiger of 1 March 2021
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