On 22 February 2021, SOF-11 Klimt CAI S.à r.l. ("Starwood"), a subsidiary of Starwood Capital Group, published an anticipated mandatory offer pursuant to §§ 22 et seqq. Austrian Takeover Act (“ÜbG”)and amended this offer on 5 March 2021 ("Offer"). This Offer is available under this link.
In the Offer, Starwood declared to plan to acquire one hundred additional bearer shares of CA Immo on or around 8 April 2021, which are currently held by an Austrian notary public as trustee and which Starwood does not consider being currently attributable to it. Having acquired these shares, Starwood will hold a controlling interest within the meaning of sections 22 et seqq. ÜbG and a change of control as set forth in the terms and conditions of the Convertible Bond 2017 (CB Terms) will occur.
As a result of this change of control as defined in the CB Terms, holders of the Convertible Bond 2017 will be entitled to convert their bonds into a number of shares of the Company exceeding the number of shares which may be issued using the existing conditional capital pursuant to § 4 (4) of the Company’s Articles of Association. Thus, the use of the authorised capital or the existing treasury shares as settlement shares for the holders of the Convertible Bond 2017 in addition to the existing conditional capital might be required. Notwithstanding the foregoing, the Company expressly reserves its right to make use either in whole or in part of the cash alternative option pursuant to § 10 of the CB Terms.
Having said this, the Management Board submits the following report: