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
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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