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PTA-PVR: conwert Immobilien Invest SE: Release according to art. 93 section 2 BörseG

Donnerstag, 01.12.2016 11:37

Announcement according to article 93 section 2 BörseG

Vienna (pta022/01.12.2016/11:37) - Release of Announcement according to art. 93 section 2 BörseG

Notification of Major Holdings

1. Issuer:
conwert Immobilien Invest SE, Alserbachstraße 32, 1090 Wien, Austria

2. Reason for notification:
Acquisition / disposal of shares with voting rights

3. Details of person subject to the notification obligation
Name: ADLER Real Estate Aktiengesellschaft
City and country of registered office: Berlin, Germany

4. Names of shareholder(s) holding directly 3% or more voting rights, if different from 3
WEAVED Immo Finance B.V.

5. Date on which threshold was crossed or reached
29.11.2016

6. Total positions

% of voting rights attached to shares (total of 7.a.) % of voting rights through instruments (total of 7.b.1 + 7.b.2) total of both in % (7.a. + 7.b.) total number of voting rights of issuer
Resulting situation on the date on which threshold was crossed / reached 25.67 0.00 25.67 101,906,213
Position of previous notification 25,67 0 25,67

7. Notified details of the resulting situation

7.a. Voting rights attached to shares

ISIN code absolute direct (Sec 91 BörseG) absolute indirect (Sec 92 BörseG) in % direct (Sec 91 BörseG) in % indirect (Sec 92 BörseG)
AT0000697750 0 26,160,921 0.00 25.67
Total: 26,160,921 25.67

7.b.1. Financial / Other Instruments pursuant to Sec. 91a para. 1 No. 1 BörseG

Type of instrument Expiration Date Exercise Period Voting Rights Absolute Voting Rights in %
Total:

7.b.2 Financial / Other Instruments pursuant to Sec. 91a para. 1 No. 3 BörseG

Type of instrument Expiration Date Exercise Period Physical /Cash Settlement Voting Rights Absolute Voting Rights in %
Total:

8. Information in relation to the person subject to the notification obligation

Full chain of controlled undertakings through which the voting rights and/or the financial/other instruments are effectively held starting with the ultimate controlling natural person or legal entity.

No. Name Directly controlled by No. Shares held directly (%) Financial/other instruments held directly (%) Total of both (%)
1 ADLER Real Estate Aktiengesellschaft
2 WEAVED Immo Finance B.V. 1 25.67 25.67
3 MountainPeak Trading Limited 1 25.67

9. In case of proxy voting

Date of general meeting: N/A

10. Additional Information
Starting point:

The share capital of conwert Immobilien Invest SE, headquartered in Vienna and with its corporate seat in Alserbachstraße 32, 1090 Vienna, registered with the Commercial Register of the Vienna Commercial Court under FN 212163 f ("conwert"), amounts to Eur509,531,065 and is divided into 101,906,213 no-par value bearer shares according to the capital market information published by conwert on 26 September 2016 and the publication in accordance with sec. 93 para 1 Stock Exchange Act issued on 30 September 2016; these shares are listed on the Official Market of the Vienna Stock Exchange under ISIN AT0000697750.

Until now MountainPeak has held 26,160,921 shares with voting rights in conwert, corresponding to around 25.67% of the voting rights (on the basis of a total of 101,906,213 shares with voting rights). ADLER is the sole shareholder of MountainPeak. Consequently, Adler held 26,160,921 shares with voting rights in conwert via its wholly owned subsidiary MountainPeak; this corresponded to around 25.67% of voting rights (on the basis of a total of 101,906,213 shares with voting rights).

Sec. 91 Stock Exchange Act:

Pursuant to an agreement dated 29 November 2016, MountainPeak transferred all of its 26,160,921 shares with voting rights in conwert to WEAVED ("Transfer Agreement"). The ownership and voting rights related to the shares were also transferred to WEAVED on 29 November 2016. As of this date, WEAVED thereby holds 26,160,921 shares with voting rights in conwert, corresponding to around 25.67% of the voting rights (on the basis of a total of 101,906,213 shares with voting rights). ADLER is the sole shareholder of WEAVED. Adler thereby continues to hold 26,160,921 shares with voting rights in conwert via its wholly owned subsidiary WEAVED, corresponding to around 25.67% of the voting rights (on the basis of a total of 101,906,213 shares with voting rights).
On the basis of the Transfer Agreement, MountainPeak has fallen below the thresholds of 4%, 5%, 10%, 15%, 20% and 25% (direct) in conwert and no longer holds any shares in conwert since the Transfer Agreement took legal effect. As of this day, WEAVED has exceeded the thresholds of 4%, 5%, 10%, 15%, 20% and 25% (direct). ADLER is and remains a shareholder in conwert with more than 25% held indirectly, both before and after the Transfer Agreement taking legal effect, as both MountainPeak and WEAVED are subsidiaries wholly owned by ADLER.

§ 91a Stock Exchange Act:

Furthermore, pursuant to the Transfer Agreement, WEAVED commits to transfer (back) 26,160,921 shares with voting rights in conwert, corresponding to around 25.67% of the voting rights (on the basis of a total of 101,906,213 shares with voting rights) to MountainPeak upon occurrence of concrete conditions specified. MountainPeak has the option of triggering the aforementioned conditions independently. Upon occurrence of these conditions, MountainPeak will thereby have the unconditional right to purchase these 26,160,921 shares with voting rights in conwert, corresponding to around 25.67% of the voting rights (on the basis of a total of 101,906,213 shares with voting rights).

Upon occurrence of these conditions, MountainPeak would exceed the thresholds of 4%, 5%, 10%, 15%, 20% and 25% (direct) in conwert in the course of transferring (back) the shares and WEAVED would fall below the thresholds of 4%, 5%, 10%, 15%, 20% and 25% (direct) in conwert upon occurrence of these conditions and in the course of transferring (back) the shares. ADLER will remain a shareholder in conwert with more than 25% held indirectly, after the occurrence of the conditions and the transfer (back) of the shares, as both MountainPeak and WEAVED are subsidiaries wholly owned by ADLER.

(end)

emitter: conwert Immobilien Invest SE
address: Alserbachstraße 32, 1090 Wien
country: Austria
contact person: Dr. Clemens Billek
phone: +43 1 52145-700
e-mail: cwi@conwert.at
website: www.conwert.at

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

[ source: http://www.pressetext.com/news/20161201022 ]