CENTROTEC SE: Management Board seeks delisting; delisting agreement concluded
The Management Board of CENTROTEC SE (ISIN DE0005407506 / WKN 540750) has today, in consultation with the major shareholder Guido Krass, who already controls the company pursuant to the provisions of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz -WpÜG), resolved to seek the revocation of the listing of the shares of CENTROTEC SE for trading in the regulated market of the Frankfurt Stock Exchange pursuant to Section 39 (2) of the German Stock Exchange Act (Börsengesetz) (so-called Delisting).
To achieve this, the Management Board has today, in the context of a joint meeting and with the consent of the Supervisory Board, concluded an agreement with Mr Krass on the implementation of the delisting process. In this agreement, Mr Krass has undertaken to make an offer to the shareholders of CENTROTEC SE to acquire their shares against a cash consideration equivalent to the statutory minimum price. The statutory minimum price equals the domestic volume-weighted average stock exchange price of the CENTROTEC shares during the six months period immediately preceding the publication of the decision of the offeror to issue a delisting purchase offer pursuant to Section 10 (1) first sentence of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz -WpÜG) and will be determined by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). On the basis of publicly available information Mr Krass estimates that the statutory minimum price will approximately be close to EUR 15.03; the Management Board however points out, that the statutory minimum price and consequently also the offer price under the delisting purchase offer by Mr Krass might be slightly higher or lower than the aforementioned amount. The company has undertaken to file an application for the revocation of the listing of the CENTROTEC shares for trading on the regulated market of the Frankfurt Stock Exchange during the acceptance period for the delisting purchase offer and, subject to an examination of the published delisting purchase offer document and the appropriateness of the offer price, to support the delisting purchase offer within the scope of and in compliance with its statutory obligations.
The management of the Frankfurt Stock Exchange will decide on the application for revocation of the shares’ listing. The Management Board anticipates that the revocation pursuant to the provisions of the stock exchange regulations of the Frankfurt Stock Exchange will take effect three trading days after publication of the revocation, which is to be issued immediately following the decision of the management of the Frankfurt Stock Exchange. Once the revocation has taken effect, the shares of the company will no longer be listed for trading or be traded on a regulated market of a stock exchange in Germany or in an equivalent international market. The Company will not apply for inclusion of the CENTROTEC shares in the Regulated Unofficial Market (Freiverkehre) nor will it provide approval for such trading.
CENTROTEC SE enjoys a presence in around 50 different countries through subsidiaries and sales partners. The principal group companies are Wolf, Brink Climate Systems and Ned Air in the Climate Systems segment, specialising in heating, climate control and ventilation technology e.g. in the form of solar thermal systems, CHP units and home ventilation systems with heat recovery, as well as Ubbink and Centrotherm in the Gas Flue Systems segment, with their focus on gas flue and air piping systems. CENTROTEC is consequently Europe's only listed full-service provider of heating and climate control technology, solar thermal systems and energy-saving solutions for buildings.