029 Group SE

M&A Activity • May 10, 2019

News Details

Takeover Bids | 10 May 2019 14:17

Attainment of Control;

Target company: Fyber N.V.; Bidder: Advert Finance B.V.

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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Publication of the Acquisition of Control Pursuant to Section 35 (1)

sentence 1 in Conjunction with Section 10 (3) sentences 1 and 2 of the

Securities Acquisition and Takeover Act (Wertpapiererwerbs- und

Übernahmegesetz – ‘WpÜG’)

Offeror:

Advert Finance B.V.

Schiphol Boulevard 127, G4.02,

1118BG Schiphol

The Netherlands

registered in the Dutch commercial register (Kamer van Koophandel) in

Amsterdam under No. 74507516

Target company:

Fyber N.V.

registered in the Dutch commercial register (Kamer van Koophandel) in

Amsterdam under No. 54747805

Branch office:

Johannisstrasse 20

11017 Berlin

Germany

registered in the commercial register of the Charlottenburg Local Court

under No. HRB 166541 B

ISIN NL0012377394

On 6 May 2019, as a result of new shares issued in the context of a capital

increase in exchange for the contribution of convertible bonds issued in

2015 by Fyber N.V., a stock corporation established under Dutch law

(naamloze vennootschap) (‘Fyber’ or the ‘Target Company’), Advert Finance

B.V. with registered office in Amsterdam (the Netherlands) (the ‘Offeror’)

acquired ownership of 157,999,842 registered shares with a pro rata amount

of the share capital of the Target Company of EUR 0.10 each (each a ‘Fyber

Share’, collectively the ‘Fyber Shares’). This corresponds to a

shareholding of around 43.66% of the total shares and voting rights issued

after execution of the capital increase. Thus, the Offeror acquired control

(overwegende zeggenschap) over the Target Company pursuant to Section 35

(1) sentence 1 WpÜG in conjunction with Section 5:70 and Section 1:1 of the

Dutch Act on the Financial Market Supervisory Authority (Wet op het

financieel toezicht) (the ‘AFMSA’).

After having obtained permission from the Federal Financial Supervisory

Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – ‘BaFin’) to

publish the offer document pursuant to Section 35 (2) WpÜG, the Offeror

will publish a mandatory offer (the ‘Offer’) to the shareholders of Fyber.

The Offer will be made at the terms and conditions set out in the offer

document.

The offer document (in German and a non-binding English translation)

containing the details of the Offer and further related information will be

published by announcement in the Federal Gazette (Bundesanzeiger), by

making it available for distribution free of charge in printed form and by

announcement on the Internet at

http://www.advert-finance-angebot.de/

Schiphol, 10 May 2019

Advert Finance B.V.

___________________________

Important Note:

This announcement does not constitute an offer to purchase or exchange

shares of Fyber N.V. or the Offeror or an invitation to submit such

purchase or exchange offers. The mandatory offer will be made exclusively

at the terms and conditions contained in the offer document to be

published. Investors and shareholders of Fyber N.V. are advised to read the

offer document and all other documents relating to the mandatory offer

published by Advert Finance B.V.

The publication of the Offer is made under exclusive application of the law

of the Federal Republic of Germany and certain applicable provisions of the

U.S. Securities Act. The Offer will not be the subject of an examination or

registration procedure by a supervisory authority outside the Federal

Republic of Germany and will not be approved or recommended by any such

supervisory authority. Any contract concluded on the basis of the offer

will be governed exclusively by, and construed in accordance with, the law

of the Federal Republic of Germany.

End of WpÜG announcement

The 10.05.2019 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Listed: Zielgesellschaft: Regulierter Markt in Frankfurt (Prime Standard);

Freiverkehr in Berlin, Düsseldorf und Stuttgart