DGAP-News: Major shareholders acquire control of SMT Scharf AG and make mandatory offer
The major shareholders, some of which specialise in value-oriented investments in small and medium-sized companies in German-speaking countries and which recently already held 25.37 % of the voting rights of SMT Scharf AG, now hold a total of 1,397,295 voting rights out of a total of 4,620,000 voting rights of SMT Scharf AG.
DGAP-News: SMT Scharf AG / Key word(s): Agreement Major shareholders acquire control of SMT Scharf AG and make mandatory offer 11.01.2021 / 20:28 The issuer is solely responsible for the content of this announcement. Major shareholders acquire control of SMT Scharf AG and make mandatory offer
Hamm, January 11, 2021 - SMT Scharf AG (German Securities Code (WKN) 575198, ISIN DE0005751986), one of the world's leading suppliers of customised transport solutions and logistics systems for underground mining, was informed today that, on the basis of the accession of Dr. Helmut Fink to a shareholders' agreement concluded on January 11, 2021 concerning collaboration in the exercising of shareholder rights including voting rights in relation to bearer shares of SMT Scharf AG, shareholders Shareholder Value Beteiligungen AG, Share Value Stiftung and Ms. Christiane Weispfenning have exceeded the 30 % threshold and thereby gained control of SMT Scharf AG in accordance with Sections 35 (1) and 29 (2) of the German Securities Acquisition and Takeover Act (WpÜG). The previous parties to the shareholders' agreement had already indicated since 2014 that they coordinate in the exercising of their voting rights. The major shareholders, some of which specialise in value-oriented investments in small and medium-sized companies in German-speaking countries and which recently already held 25.37 % of the voting rights of SMT Scharf AG, now hold a total of 1,397,295 voting rights out of a total of 4,620,000 voting rights of SMT Scharf AG. This corresponds to around 30.24 % of the voting rights and share capital of SMT Scharf AG. As bidders with discharging effect for Ms. Weispfenning and Dr. Fink, Shareholder Value Beteiligungen AG and Share Value Stiftung will make a mandatory offer in the meaning of Section 35 (2) WpÜG to acquire all of the bearer shares of SMT Scharf AG - after the German Federal Financial Supervisory Authority (BaFin) has approved the publication of an offer document. The offer price is to correspond to the statutory minimum price, which is expected to amount to EUR 8.22 per share on the basis of previous acquisitions. The mandatory offer is also to include a purchase offer (Section 39 (2) and (3) of the German Stock Exchange Act [BörsG]) to enable the revocation of the admission of all of the shares of SMT Scharf AG to trading on the Regulated Market of the Frankfurt Stock Exchange. In this context, SMT Scharf AG and Shareholder Value Beteiligungen AG as well as Share Value Stiftung have concluded a downlisting agreement. Accordingly, SMT Scharf AG has undertaken to downlist to a high-quality segment of the regulated unofficial market of a German stock exchange under certain conditions. SMT Scharf AG plans to terminate the admission to trading on the Regulated Market of the Frankfurt Stock Exchange and in the Prime Standard segment, and to replace this with the inclusion of the shares in a high-quality segment of the regulated unofficial market of a German stock exchange. Hans Joachim Theiss, CEO of SMT Scharf AG, comments: "Given the mandatory offer by our major shareholder, we have examined a downlisting and considered it reasonable in light of the current overall situation. SMT Scharf AG could save considerable costs with a downlisting, which would also help us to further reduce costs within the Group, given the extremely difficult corporate situation due to coronavirus. As far as future financing opportunities are concerned, access to the capital market remains secured. At the same time, this does not change the fact that we will continue to be open to dialogue, and communicate regularly and transparently to the capital market."
Further information on Shareholder Value Beteiligungen AG can be found on the Internet at www.svb-ag.de and on Share Value Stiftung at www.share-value.de.
11.01.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. |
Language: | English |
Company: | SMT Scharf AG |
Römerstrasse 104 | |
59075 Hamm | |
Germany | |
Phone: | +49 2381 960-01 |
Fax: | +49 2381 960-311 |
E-mail: | [email protected] |
Internet: | www.smtscharf.com |
ISIN: | DE0005751986 |
WKN: | 575198 |
Listed: | Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange |
EQS News ID: | 1159875 |
End of News | DGAP News Service |
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1159875 11.01.2021