Final results of the Offer for Accell Group: 96.90% obtained.

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Algemeen advies 24/06/2022 06:38
Heerenveen, the Netherlands, 23 June 2022

During the Post Acceptance Period, 5,671,703 Shares, representing 21.12% of the Shares, have been tendered under the Offer
Today the Offeror acquired an additional 23,594 Shares, representing 0.09% of the Shares
Including Shares already held by or acquired by the Offeror, this represents a total of 96.90% of the Shares on a Fully Diluted basis
Settlement of the Shares tendered during the Post Acceptance Period will take place on 30 June 2022
The Offeror will as soon as possible initiate legal buy-out proceedings in order to obtain 100% of the Shares
Termination of the listing and trading of the Shares on Euronext Amsterdam will be pursued as soon as possible by the Offeror and Accell Group

During the Post Acceptance Period that expired at 17:40 (CET) today, 5,671,703 Shares have been tendered under the Offer, representing approximately 21.12% of the aggregate issued and outstanding share capital of Accell Group on a Fully Diluted basis. In addition, the Offeror today acquired an additional 23,594 Shares, representing 0.09% of the aggregate issued and outstanding share capital of Accell Group on a Fully Diluted basis. Including the Shares already held by or acquired by the Offeror, this amounts to a total of 26,020,905 Shares, representing approximately 96.90% of the aggregate issued and outstanding share capital of Accell Group on a Fully Diluted basis.

Settlement Post Acceptance Period

With reference to the Offer Memorandum, holders of Shares who accepted the Offer during the Post Acceptance Period shall receive the Offer Price for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) for acceptance pursuant to the Offer, under the terms and conditions of the Offer Memorandum and subject to its restrictions.

Settlement of the Shares tendered during the Post Acceptance Period and payment of the Offer Price will take place on 30 June 2022.

Share acquisitions

Reference is made to the joint press release by the Offeror and Accell Group regarding the Offer being declared unconditional dated 9 June 2022. Pursuant to the provisions of Sections 13, paragraphs 1 and 2 and 17, paragraph 3 of the Decree, the Offeror announces that it conducted transactions in Shares of Accell Group or securities that are convertible into, exchangeable for or exercisable for such Shares, the details of which are stated below.

The highest price per Share paid in a transaction conducted today was EUR 58.00 per Share.

Based on the transactions set out above, the Offeror acquired today a total of 23,594 Shares representing approximately 0.09% of the Shares.

Delisting

The Offeror and Accell Group intend to procure the termination of the listing and trading of the Shares on Euronext Amsterdam as soon as possible under the applicable rules. In light of the upcoming delisting, Accell Group has decided to postpone the publication of its semi-annual results 2022 (originally scheduled for 22 July 2022) with the intention to forego such publication if the delisting is effectuated.

Buy-Out

Since following the settlement of the Shares tendered during the Post Acceptance Period, the Offeror will own more than 95% of the Shares, the Offeror will, as soon as possible, commence (i) a compulsory acquisition procedure (uitkoopprocedure) in accordance with article 2:92a or 2:201a of the Dutch Civil Code or (ii) the takeover buy-out procedure in accordance with article 2:359c of the Dutch Civil Code to acquire the remaining Shares that are not yet held by the Offeror. Reference is made to Section 4.13.1 (Delisting, Buy-Out) of the Offer Memorandum.



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