DGAP-Adhoc Centrotec SE: Management Board seeks delisting; delisting agreement concluded
DGAP-Ad-hoc: Centrotec SE / Key word(s): Delisting
Disclosure of inside information according to Article 17 (1) of Regulation (EU) 596/2014 on market abuse (Market Abuse Regulation - MAR)
CENTROTEC SE: Management Board seeks delisting; delisting agreement concluded
Brilon, November 18, 2020
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.