On 30 July 2013, Vodafone Vierte Verwaltungs AG (formerly Vodafone
Vierte Verwaltungsgesellschaft mbH), Düsseldorf, Germany (the “Bidder”),
published the offer document (the “Offer Document”) for its
voluntary public takeover offer (the “Takeover Offer”) to
the shareholders of Kabel Deutschland Holding AG, Unterföhring,
Deutschland (the “Target Company”), to acquire all non-par value
bearer shares (ISIN DE000KD88880) in the Target Company (collectively
the “KDH Shares” and individually “KDH Share”). The
acceptance period for the Takeover Offer (the “Acceptance Period”)
expired on 11 September 2013, 24:00 hrs (local time at Frankfurt am
Main).
I. Publication pursuant to Section 23 para. 1 sentence 1 no. 2 WpÜG
At the end of the Acceptance Period, on 11 September 2013, 24:00 hrs
(local time at Frankfurt am Main) (the “Reference Date”), the
share capital of the Target Company amounted to EUR 88,522,939.00 and
was divided into 88,522,939 KDH Shares.
As of the Reference Date Vodafone Group Plc, Newbury, England (“Vodafone”),
a person acting jointly with the Bidder within the meaning of section 2
para. 5 WpÜG, held 3,782,179 KDH Shares; this corresponds to
approximately 4.27% of the share capital and voting rights of the Target
Company.
During the Acceptance Period the Takeover Offer has been accepted for a
total of 63,919,924 KDH Shares. This corresponds to approximately 72.21%
of the share capital and voting rights of the Target Company.
Furthermore, neither the Bidder, nor any person acting jointly with it
within the meaning of section 2 para. 5 WpÜG, nor any of their
subsidiaries, held any additional KDH Shares or financial instruments or
other instruments within the meaning of sections 25, 25a WpHG on the
Reference Date. Moreover, no further voting rights from KDH Shares were
attributed to them as of the Reference Date.
As of the Reference Date, the aggregate number of KDH Shares held by the
Bidder and persons acting jointly with the Bidder plus the number of
KDH Shares for which the Takeover Offer has been accepted until the
Reference Date amounts to 67,702,103 KDH Shares. This corresponds to
approximately 76.48% of the share capital and voting rights of the
Target Company.
II. Further Acceptance Period
Pursuant to Section 16 para. 2 sentence 1 WpÜG all shareholders of KDH
who have not yet accepted the Takeover Offer may accept the Takeover
Offer within two weeks from the notification hereby made, i.e. until
30 September 2013, 24:00 hrs (local time at Frankfurt am Main)
according to the provisions set out in the Offer Document (“Further
Acceptance Period”).
III. Completion Conditions and Completion of the Takeover Offer
According to Section 13.1 of the Offer Document of the Takeover Offer
and the agreements which come into existence as a result of accepting
the Takeover Offer are subject to the completion conditions listed in
Sections 13.1.1 to 13.1.3 of the Offer Document.
The following completion conditions of Sections 13.1.1 to 13.1.3 of the
Offer Document are fulfilled at expiry of the Acceptance Period:
-
the completion condition according to Section 13.1.2 of the Offer
Document is fulfilled. The aggregate amount of (i) tendered KDH Shares
(including the KDH Shares for which the acceptance of this Takeover
Offer has been declared in the Acceptance Period but only become
effective after the end of the Acceptance Period by re-booking the KDH
Shares to ISIN DE00KD88872 as set out in the Offer Document) for which
the right of withdrawal has not been validly exercised in accordance
with the Offer Document, plus (ii) all further KDH Shares held by the
Bidder or any member of Vodafone Group, plus (iii) all further KDH
Shares attributable to the Bidder or any member of Vodafone Group in
accordance with section 30 WpÜG, plus (iv) all further KDH Shares for
which the Bidder or any member of Vodafone Group has entered into an
agreement outside of the Takeover Offer giving them the right to
required the transfer of title to such KDH Shares, amounts to
67,702,103 KDH Shares at expiry of the Acceptance Period; this
corresponds to approximately 76.48% of the share capital and voting
rights of the Target Company. The minimum acceptance threshold of 75%
of all KDH Shares issued at the time of the expiry of the Acceptance
Period has therefore been exceeded.
-
the completion condition according to Section 13.1.3 of the Offer
Document is fulfilled. The daily closing value of the MDAX (ISIN
DE0008467416), as determined by Deutsche Börse AG, Frankfurt am Main,
Germany and published on their website was 14.833,52 points on
10 September 2013 and 14.877,96 points on 11 September 2013. The
completion condition in Section 13.1.3 of the Offer Document,
according to which the daily closing value of the MDAX on at least one
of the last two trading days of the Frankfurt Stock Exchange of the
Acceptance Period as determined by Deutsche Börse AG, Frankfurt am
Main, Germany and published on their website is above 11.366,00 points
is therefore fulfilled.
The Takeover Offer is only subject to the completion conditions in
Sections 13.1.1 of the Offer Document (Merger control clearance) which
has not yet been fulfilled. Thus, the settlement of the Takeover Offer
and the crediting of the offer consideration will occur no later than
seven banking days after the publication of the fulfilment of all
completion conditions or after the publication of the result of the
Takeover Offer pursuant to Section 23 para. 1 sentence 1 no. 3 WpÜG,
whichever occurs later.
IV. Domination and Profit and Loss Transfer Agreement
Following completion of the Takeover Offer Vodafone intends to enter
into a domination and profit and loss transfer agreement with KDH and to
vote for the resolution to approve this agreement in the general meeting.
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