029 Group SE

Delisting Announcement • Jun 4, 2019

News Details

Takeover Bids | 4 June 2019 16:12

Tender Offer;

Target company: SinnerSchrader Aktiengesellschaft; Bidder: Accenture Digital Holdings GmbH

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of

EQS Group AG.

The bidder is solely responsible for the content of this announcement.

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Supplement to the Announcement of the Decision to make a Public Delisting

Offer (öffentliches Delisting-Angebot) pursuant to Section 10 para. 1 of

the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und

Übernahmegesetz – ‘WpÜG’)

in conjunction with Section 39 para. 2 sentence 3 no. 1 of the German Stock

Exchange Act (Börsengesetz – ‘BörsG’) dated 28 May 2019

Bidder:

Accenture Digital Holdings GmbH

Campus Kronberg 1, 61476 Kronberg im Taunus

Germany

registered with the commercial register of the local court of Königstein im

Taunus under HRB 9608

Target:

SinnerSchrader Aktiengesellschaft

Völckersstraße 38, 22765 Hamburg

Germany

registered with the commercial register of the local court of Hamburg under

HRB 74455

ISIN DE0005141907 (WKN: 514190)

Accenture Digital Holdings GmbH (the ‘Bidder’) has published on 28 May 2019

its decision to offer the shareholders of SinnerSchrader Aktiengesellschaft

(the ‘Target Company’) by way of a public delisting offer to acquire all

bearer shares with no par value in SinnerSchrader Aktiengesellschaft (the

‘SinnerSchrader Shares’) which are not held by the Bidder against a cash

consideration in Euro in the amount equivalent to the weighted average

domestic stock exchange price of the SinnerSchrader-Shares during the last

six months before publication of this announcement (pursuant to section 31

para. 1 WpÜG in conjunction with section 39 para. 3 sentence 2 BörsG) which

will be determined by the German Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht – ‘BaFin’) (the ‘Delisting

Offer’). The BaFin informed the Bidder on 4 June 2019 that the minimum

offer price amounts to EUR 12.79. However, the Bidder has decided – insofar

slightly deviating from the announcement dated 28 May 2019 – to base the

Delisting Offer on a rounded amount. The offer price will therefore amount

to EUR 12.80.

Further information:

The Bidder is part of the Accenture group, a leading global professional

services company, providing a broad range of services and solutions in

strategy, consulting, digital, technology and operations. At the time of

this announcement, the Bidder holds directly in total 7,924,753

SinnerSchrader Shares, approx. 68.66% of the of the share capital and

voting rights in the Target Company.

The Delisting Offer will be subject to the terms contained in the offer

document.

Important Notice:

The terms of the Delisting Offer will be published in the offer document by

the Bidder following approval of the offer document by BaFin. Investors and

holders of SinnerSchrader Shares are advised to read the relevant documents

relating to the Delisting Offer following their publication as they contain

important information.

This announcement is for information purposes only and does not constitute

an invitation to make an offer to sell SinnerSchrader Shares. This

announcement does not constitute an offer to purchase SinnerSchrader Shares

and is not for the purpose of the Bidder making any representations or

entering into any other binding legal commitments.

An offer to purchase SinnerSchrader Shares is solely made on the basis of

the announcement of the offer document which will be published on this

website after the approval by the BaFin and is subject exclusively to the

terms and conditions of the offer document. The terms and conditions in the

offer document may deviate from the information contained in this

announcement.

The shareholders of the Target Company are advised to seek independent

advice in order to reach an informed decision in respect of the content of

the offer document and with regard to the Delisting Offer.

The Delisting Offer is issued exclusively under the laws of the Federal

Republic of Germany, especially under the WpÜG, the BörsG and the

Regulation on the Content of the offer document, Consideration for Takeover

Offers and Mandatory Offers and the Release from the Obligation to Publish

and Issue an Offer (Verordnung über den Inhalt der Angebotsunterlage, die

Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung

von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots).

The Delisting Offer is not executed according to the provisions of

jurisdictions other than those of the Federal Republic of Germany (in

particular not the United States of America (the ‘USA’), Canada, Australia

and Japan). Thus, no other announcements, registrations, admissions or

approvals of the Delisting Offer outside the Federal Republic of Germany

have been filed, arranged for or have been made otherwise. For their

protection, the shareholders of the Target Company will not be able to rely

on provisions of jurisdictions other than the Federal Republic of Germany.

Every contract which will be entered into due to the acceptance of the

delisting offer will be subject exclusively to the laws of the Federal

Republic of Germany and must be construed in line with these laws.

This announcement does not constitute an offer to purchase securities or an

invitation to offer securities in the USA and in each other jurisdiction in

which such an offer or invitation for an offer would be unlawful.

The Delisting Offer referenced herein is not being made, directly or

indirectly, in or into, or by use of the mails of, or by any means or

instrumentality (including, without limitation, facsimile transmission,

telex, telephone, email and other forms of electronic transmission) of

interstate or foreign commerce of, or any facility of a national securities

exchange of, the USA.

Kronberg im Taunus, 4 June 2019

Accenture Digital Holdings GmbH

End of WpÜG announcement

The 04.06.2019 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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