Vienna (pta045/08.04.2021/15:00) - 08.04.2021.
Notice to Bondholders of the CA Immo 0.75% Convertible Bond due 2025 on the Adjustment of the Conversion Price (ISIN AT0000A1YDF1)
Capitalized terms not otherwise defined below shall have the same meaning as assigned to them in the Terms and Conditions.
On 8.4.2021, SOF-11 Klimt CAI S.à r.l. informed the Company that it had acquired a controlling interest pursuant to section 22 of the Austrian Takeover Act. Pursuant to the terms and conditions of the convertible bonds, a Change of Control pursuant to section 12 (e), subsection (i) thus occurs on 8.4.2021.
In accordance with § 12 (e) of the terms and conditions of the convertible bonds, the Company determines 28.5.2021 as the Control Record Date . Bondholders may in principle convert their convertible bonds at the Adjusted Conversion Price from the date of the Change of Control (8.4.2021) up to and including the Control Record Date. The adjusted Conversion Price pursuant to § 12 (c) of the Terms and Conditions for the Convertible Bonds shall be EUR 25.9687 ("Adjusted Conversion Price") in respect of any exercise of Conversion Rights for which the Conversion Date falls on or before the Control Record Date.
In accordance with the Terms and Conditions for the Convertible Bonds, further changes to the Adjusted Conversion Price are not excluded, in particular those resulting from a dividend distribution (§ 11 (d) (ii) of the Terms and Conditions for the Convertible Bonds). If the Annual General Meeting in 2021 resolves a dividend in an amount exceeding EUR 0.65 per share, a further adjustment of the Conversion Price is expected to occur.
A dividend entitlement for the 2020 financial year from the Settlement Shares shall only apply if the Conversion Notice is received in good time so that, taking into account the settlement period of up to fifteen Business Days pursuant to § 8 (c) (i) of the Terms and Conditions for the Convertible Bonds, delivery of the Settlement Shares can be made by the business day prior to the ex-dividend date, if any, to be resolved by the Annual General Meeting (for the determination of the dividend entitlement, the Settlement Date of the Settlement Shares shall apply pursuant to the Terms and Conditions for the Convertible Bonds).
The Company draws attention to the fact that in the course of the Annual General Meeting of the Company as well as the payment of the dividend, Excluded Periods pursuant to § 8 (a) (v) of the Terms and Conditions for the Convertible Bonds may occur which may shorten the period during which the preferential conversion option is factually possible within the Change of Control window. Bondholders are requested to inform themselves independently about such events.
Finally, each Bondholder may at his option on giving not less than 10 days' notice declare all or some only of his Bonds not previously converted or redeemed due at the Principal Amount plus accrued interest to but excluding the Control Record Date on the Control Record Date. The terms of termination are set out in the Terms and Conditions for the Convertible Bonds.(end)