Ad hoc announcement
CLERE AG: Intention to delist CLERE shares, compensation offer announced by main shareholder at the minimum legal price
Berlin, 3 May 2017 – Today, with the approval of the Supervisory Board, the Management Board of CLERE AG has decided to apply for the revocation of the listing of the company’s shares for trading on the Regulated Market of the Frankfurt Stock Exchange (delisting), subject to the occurrence of new, preclusive circumstances. The Management Board has come to the conclusion that the use of the stock exchange listing of the CLERE AG shares no longer justifies the expenses incurred. Today, CLERE AG therefore concluded a delisting agreement with its main shareholder, Elector GmbH, which currently holds 33.19% of the CLERE AG shares. As a result of the delisting agreement, Elector GmbH is obliged to offer the shareholders of CLERE AG a cash payment, equivalent at minimum to the weighted average exchange price of the CLERE AG share during the last six months prior to the publication of the decision of Elector GmbH to submit the offer, in order to acquire all the shares. In return, within the acceptance period of the delisting purchase offer – subject to a material change in the circumstances or the emergence of important, hitherto unknown circumstances and within the scope of legal obligations – the Company has undertaken to delist the CLERE AG shares for trading on the Regulated Market of the Frankfurt Stock Exchange in accordance with Section 39 (2) Clause 3 No. 1 (3) of the Stock Exchange Act (BörsG) and to support the delisting purchase offer.
Elector GmbH has informed to make the delisting purchase offer at the minimum legal price.
The Executive Board of the Frankfurt Stock Exchange will make a decision regarding the application for the revocation of the listing of the company’s shares. The Management Board expects that the delisting will take effect, in accordance with the provisions of the Exchange Regulations of the Frankfurt Stock Exchange, three trading days after the publication of the delisting, which is to become effective immediately after the decision of the Frankfurt Stock Exchange.
After the delisting takes effect, the CLERE AG shares will no longer be authorised for trading and will no longer be traded on a domestic regulated market or a comparable foreign market.
The decision to delist has been reached irrespective of the duties of the Management Board and the Supervisory Board to submit an opinion on the delisting purchase offer pursuant to Section 27 Securities Acquisition and Takeover Act (WpÜG).
Thomas Krupke
Management Board
CLERE AG
03-May-2017 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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