PTA-News: conwert Immobilien Invest SE: Release according to art. 93, para. 2 Stock Exchange Act
Notification of voting rights held by MountainPeak and ADLER

Thursday, 29. September 2016 16:30

Business news for the stock market

Vienna (pta035/29.09.2016/16:30) - As per sec. 93, para. 2 Stock Exchange Act, conwert Immobilien Invest SE ("conwert") announces that MountainPeak Trading Limited with its corporate seat in Dositheou 42, Strovolos, 2028 Nicosia, Cyprus, registered with the Cypriot Commercial Register under HE 342519 ("MountainPeak"), and ADLER Real Estate AG with its corporate seat in Frankfurt am Main and its business address at Herriotstraße 5, 60528 Frankfurt am Main, and the administrative headquarters at Gänsemarkt 50/5. OG, 20354 Hamburg, registered with the Commercial Register of the Frankfurt am Main District Court under HRB 7287 ("ADLER"), announced the following voting rights and additional information on 28 September 2016 in accordance with sec. 91 et seqq. Stock Exchange Act:

1. According to the published information as of 26 September 2016, the share capital of conwert amounts to EUR 472,968,060 and is divided into 94,593,612 no-par value bearer shares, which are listed on the Official Market of the Vienna Stock Exchange (ISIN AT0000697750).

2. MountainPeak held 21,160,921 shares with voting rights in conwert, corresponding to 22.37% of the voting rights (based on a total of 94,593,612 shares). ADLER is the sole shareholder of MountainPeak. Consequently, ADLER held 21,160,921 shares in conwert via its wholly owned subsidiary MountainPeak; this corresponds to 22.37% of the voting rights (based on a total of 94,593,612 shares).

3. As previously announced,
- Petrus Advisers Investment Fund L.P. with its corporate seat in 94 Solaris Avenue; Camana Bay, P.O. Box 1348, Grand Cayman KY1-1108, Cayman Islands, registered with the Register of the Cayman Islands under the registration number QH-69749 ("Petrus") and MountainPeak concluded an option agreement ("Option Agreement") on 15 July 2016. Pursuant to the Option Agreement, Petrus granted MountainPeak a unilaterally exercisable call option in respect of the acquisition of up to 6,000,000 (but not less than 5,000,000) shares in conwert ("Option Shares");
- MountainPeak exercised this call option on 2 September 2016. The acquisition of the Option Shares (including the voting rights) was conditional upon merger control approvals. If the call option is exercised, the Option Agreement provides for an acquisition of the Option Shares in three tranches within a period of up to twenty calendar days as of the exercise of the call option (conditional upon the merger control approval(s) already having been granted).

4. The merger control approvals have been granted on 7 September 2016. Thus, on 8 September 2016 the first tranche and within 20 calendar days the total of the Option Shares were to be delivered.

5. Due to the delay in delivery, Petrus and MountainPeak amended the settlement dates and tranches such that 2,500,000 shares were to be delivered by Petrus to MountainPeak on each of (i) 26 September 2016 and (ii) 28 September 2016 (thus in total 5,000,000 shares in conwert). Petrus delivered the first tranche comprising 2,500,000 shares in conwert to MountianPeak - with one day delay - on 27 September 2016.

6. Due to the acquisition of 2,500,000 shares in conwert, the stake of conwert shares held by MountainPeak increased from 21,160,921 to 23,660,921. Based on the total number of shares as published on 27 September 2016 (94,593,612), 2,500,000 shares correspond to a stake of 2.64%. Due to this acquisition the stake was increased from 22.37% to 25.01%. Thus, MountainPeak directly and ADLER indirectly exceeded the 25% threshold on 27 September 2016.

7. By way of a capital market release dated 26 September 2016, conwert announced that the total number of shares will increase to 101,906,213 shares as of 28 September 2016. Pursuant to sec. 93 Stock Exchange Act the number of shares as published by the issuer is relevant. Although the capital market release dated 26 September 2016 is not labelled as announcement pursuant to sec. 93 Stock Exchange Act and does not substitute the notification on the last day of the month, the following calculation is based on a total of 101,906,213 shares.

8. Based on the current total of 101,906,213 shares, the stake in conwert held directly by MountainPeak and indirectly by ADLER corresponds to 23.22%. Thus, the 25% threshold was passively passed.

9. At the time of submission of this announcement, it is yet unclear, whether Petrus will deliver the second tranche of 2,500,000 shares in conwert in full or whether the delivery will (again) be delayed. Based on a total of 101,906,213 shares, 2,500,000 shares correspond to a stake of 2.45%. Due to the acquisition of further 2,500,000 shares, the stake would increase from 23.22% to 25.67%. Consequently, MountainPeak would directly and ADLER would indirectly exceed the 25% threshold. MountainPeak and ADLER will publish the respective announcement(s) upon acquisition of further Option Shares.


emitter: conwert Immobilien Invest SE
address: Alserbachstraße 32, 1090 Vienna
country: Austria
contact person: Clemens Billek
phone: +43 1 52145-700

ISIN(s): AT0000697750 (share)
stock exchanges: official trade in Vienna

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