DGAP-News Tele Columbus AG: Takeover offer: Tele Columbus confirms satisfaction of a closing condition

Change of control waiver

Takeover offer: Tele Columbus confirms satisfaction of a closing condition

- Tele Columbus submitted to Kublai GmbH the change-of-control confirmation as required by conditions of the takeover offer published by Kublai GmbH on 1 February 2021

- One of the closing conditions of the voluntary takeover offer by Kublai GmbH has thereby been satisfied

- The initial acceptance period for the takeover offer began on 1 February as and will end on 15 March 2021

- If the takeover offer is successful, Tele Columbus intends to issue a rights offering with a volume of € 475 million for Q2 2021, which is fully backstopped by Kublai GmbH

- A successful takeover offer requires an acceptance rate of 50% plus one share

Berlin, 16 February 2021. Today, the management board of Tele Columbus AG (ISIN: DE000TCAG172, WKN: TCAG17) confirmed in a letter to Kublai that the following conditions of the voluntary public takeover offer by Kublai GmbH that has been published on 1 February 2021 have been satisfied:

1. Tele Columbus AG has entered into a supplemental indenture relating to the indenture dated 4 May 2018 to allow the acquisition of shares in Tele Columbus AG without triggering a 'change-of-control' under the aforementioned indenture;

2. To the extent lenders under the loan facilities agreements of Tele Columbus AG will be entitled to terminate their loans and commitments as a consequence of the change of control, Tele Columbus AG has secured sufficient funds to repay the relevant lenders and replace the relevant commitments at the relevant time;

3. No event of default or default as defined in the loan facilities agreements of Tele Columbus AG has occurred and is continuing as of the date of this confirmation of the waiver of change of control repayment rights; and