DGAP-Adhoc: Clere AG: Intention to delist CLERE shares, compensation offer announced by main shareholder at the minimum legal price

03.05.2017
DGAP-Ad-hoc: Clere AG / Key word(s): Delisting

Clere AG: Intention to delist CLERE shares, compensation offer announced by

main shareholder at the minimum legal price

03-May-2017 / 19:33 CET/CEST

Disclosure of an inside information acc. to Article 17 MAR, transmitted by

DGAP – a service of EQS Group AG.

The issuer is solely responsible for the content of this announcement.

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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

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03-May-2017 CET/CEST The DGAP Distribution Services include Regulatory

Announcements, Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Language: English

Company: Clere AG

Schlüterstr. 45

10707 Berlin

Germany

E-mail: info@clere.de

Internet: www.clere.de

ISIN: DE000A2AA402

WKN: A2AA40

Listed: Regulated Market in Frankfurt (Prime Standard); Regulated

Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,

Munich, Stuttgart, Tradegate Exchange

End of Announcement DGAP News Service

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569709 03-May-2017 CET/CEST