029 Group SE

Delisting Announcement • May 28, 2019

News Details

Takeover Bids | 28 May 2019 13:19

Tender Offer;

Target company: SinnerSchrader; 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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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’)

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 decided on 28 May 2019

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 Bidder estimates the so determined offer price to amount to

approx. EUR 12.77. If the minimum offer price determined by the BaFin

deviates from the estimated offer price by the Bidder, the Bidder will

publish a separate notification on the offer price.

Following this announcement, the Bidder will instruct the Target Company

under the existing domination and profit and loss transfer agreement in

accordance with Section 308 of the German Stock Corporation Act

(Aktiengesetz)

1. to apply for the revocation of the admission of all SinnerSchrader

Shares to trading on the regulated market of the Frankfurt Stock

Exchange (General Standard) pursuant to section 39 para. 2 sentence 1

BörsG after prior agreement with the Bidder before the end of the

acceptance period which is to be determined in the Delisting Offer; and

2. after prior agreement with the Bidder, to take all reasonable measures

to ensure, to the extent possible, that the inclusion of the

SinnerSchrader Shares in all organized trading venues, in particular

the open markets, is terminated at the earliest time possible.

The offer document for the Delisting Offer (following approval by BaFin)

and further information in connection with the Delisting Offer will be

published by way of notice of availability in the German Federal Gazette

(Bundesanzeiger) and on the internet under http://accenture.de/company-

acquisition.

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, 28 May 2019

Accenture Digital Holdings GmbH

End of WpÜG announcement

The 28.05.2019 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart,

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