Announcement on the company’s share capital reduction ...
... in simplified form at a ratio of 3:1 according to the provisions of Sections 229 et seq. of the German Stock Corporation Act in conjunction with Sections 222 et seq. of the German Stock Corporation Act.
The Annual General Meeting of Shareholders on 21 March 2017 resolved to reduce the company’s share capital of EUR 20,701,174.00, divided into 20,701,174 bearer shares with a pro rata amount of share capital of EUR 1.00 each, by EUR 1.00 to EUR 20,701,173.00. The reduction shall be implemented by withdrawing one share for which the issue price has been paid in full and which shall be made available to the company by a shareholder free of charge and acquired in this way. The capital reduction shall serve the sole purpose of allowing an even consolidation ratio in the simplified capital reduction so as to offset impairment and to cover losses as resolved below.
The company’s share capital reduced in this manner to EUR 20,701,173.00 shall be reduced by EUR 13,800,782.00 to EUR 6,900,391.00 at a ratio of 3:1 in simplified form according to the provisions of Sections 229 et seq. of the German Stock Corporation Act in conjunction with Sections 222 et seq. of the German Stock Corporation Act. Thus each 3 (three) old bearer shares will be combined into 1 (one) new share.
With the entry of the capital reduction resolution in the commercial register of the company on 24 April 2017, the capital reductions and the corresponding change in the Articles of Association become effective.
To implement the capital reduction, after the close of trading (Record Date) on 8 May 2017, the old shares (WKN 330 420 / ISIN DE0003304200) will be combined by Clearstream Banking AG at a ratio of 3:1. Accordingly, the custodian banks will rebook the custodian portfolios of the shareholders in line with the status as of the evening of 8 May 2017. Thus, for three shares of the company with a pro rata amount in the share capital of EUR 1.00 (WKN 330 420 / ISIN DE0003304200) the shareholders shall receive one new converted share with a pro rata amount in the share capital of EUR 1.00 (WKN A2E 377 / ISIN DE000A2E3772).
Trading in shares on the Frankfurt Stock Exchange
The capital reduction brings with it a change in the stock exchange listing of the shares of the company. The fixing of the price of the converted shares (WKN A2E 377 / ISIN DE000A2E3772) will start at the Frankfurt Stock Exchange on 5 May 2017. From this point, only the converted shares can be delivered on the stock exchange.
Trading in shares on the Warsaw Stock Exchange
The Company’s shares are also traded on the Warsaw Stock Exchange (“WSE”). The Record Date in Poland will be the same as in Germany, i.e. 8 May 2017. It is expected that on the WSE, trading in shares will be suspended for a period commencing at least 2 trading days prior to the Record Date in order to settle all pending transactions prior to the Record Date. Therefore, the latest date of dealing in the shares on the WSE’s main market under ISIN DE0003304200 will be the third trading day prior to the Record Date. It is expected that the consolidation of shares in the Polish depositary system will be effected within a maximum of 2 trading days after the Record Date. The commencement of trading in the converted shares under the new ISIN DE000A2E3772 on the WSE will take place approximately 2 trading days after the Record Date. The Company will announce the exact dates in separate announcements based on the relevant communique of the WSE.
The converted shares of the company are securitised in a global certificate under WKN A2E 377 / ISIN DE000A2E3772 which is deposited at Clearstream Banking AG, Frankfurt am Main. The shareholders of the company participate in the collective securities deposit of the converted shares held by Clearstream Banking AG in line with their stake as co-shareholders with a corresponding securities account credit.
Shares’ fraction settlements in Germany
If a shareholder holds a number of shares which is not divisible by three, and the consolidation results in so-called share fractions, the custody banks will endeavour to obtain compensation for these share fractions when instructed to do so by their customers. In Germany, for the necessary time period, the share fractions will be managed under WKN A2E 4R3 / ISIN DE000A2E4R38. To implement the necessary regulation of share fractions, the shareholders of the company are requested to give their respective custodian bank the relevant instructions relating to the treatment of the share fractions as soon as possible, but no later than 23 May 2017, in particular the sale of the share fractions or the purchase of further shares in order to achieve an integral number of shares. Share fractions for which no instructions are provided to the custodian bank by the shareholders and which cannot be equalised by the custodian bank are combined with other share fractions by the respective custodian bank and exploited as full rights on behalf of the shareholder involved. A reimbursement of funds on the part of the company is not planned.
Shares’ fraction settlements in Poland
Due to the fact that the share fractions are excluded from dealings on the Polish market, if a Polish investor holds a number of shares which is not divisible by three, the number of shares held by the investor as a result of conversion at a 3:1 ratio will be rounded down to the full share and the resulting share fractions will be consolidated by the depositary into converted shares and aggregated on the account opened by the Polish brokerage house, Trigon Dom Maklerski S.A., who will sell such shares in the market and distribute the proceeds among the investors in Poland whose holdings were rounded down to the full share.
Berlin, May 2017
bmp Holding AG