DGAP-Adhoc

Capital Stage announces voluntary public takeover offer for all outstanding shares of CHORUS Clean Energy AG

Capital Stage AG / Key word(s): Offer/Offer

30.05.2016 08:15

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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY
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Capital Stage announces voluntary public takeover offer for all outstanding
shares of CHORUS Clean Energy AG

Exchange offer and capital increase in kind in conjunction with the
announced voluntary public takeover offer by Capital Stage AG for all
outstanding shares of CHORUS Clean Energy AG; conclusion of a Business
Combination Agreement between Capital Stage AG and CHORUS Clean Energy AG
as well as conclusion of tender commitment agreements with the largest
shareholder and the Management Board of CHORUS Clean Energy AG

Hamburg, May 30, 2016 - Management Board and the Supervisory Board of SDAX-
listed Hamburg-based solar and wind park operator Capital Stage AG
("Capital Stage"; ISIN DE0006095003) decided to offer the shareholders of
CHORUS Clean Energy AG ("CHORUS") the acquisition of all their share
capital by way of a voluntary public takeover offer in the form of an
exchange offer (the "Takeover Offer"). Additionally, Capital Stage and
CHORUS signed today a Business Combination Agreement. At the same time,
Capital Stage entered into tender agreements with certain shareholders of
CHORUS, in which these shareholders undertake to accept the takeover offer
of Capital Stage for their CHORUS shares (so-called "Tender Commitments").

Public takeover offer by Capital Stage for all outstanding shares of CHORUS

Capital Stage intends to offer the shareholders of CHORUS five (5) new no-
par value bearer shares of Capital Stage, each representing a pro rata
amount of the registered share capital of EUR 1.00 and a right to dividends
as of 1 January 2016 (the "Capital Stage Shares") from the capital increase
in kind (the "Capital Increase"), still to be resolved by the General
Meeting, in exchange for every three (3) CHORUS shares tendered to Capital
Stage in the context of the Takeover Offer, subject to the final
determination of a minimum offer price and the final terms in the offer
document.

Business Combination Agreement between Capital Stage and CHORUS

In relation to the Takeover Offer, Capital Stage and CHORUS have entered