029 Group SE

M&A Activity • Sep 18, 2017

News Details

Takeover Bids | 18 September 2017 18:53

Takeover Offer;

Target company: ; Bidder:

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 Decision to Make a Takeover Offer pursuant to Section 10

para. 1 in conjunction with Sections 29 para. 1 and 34 of the German

Securities Acquisition and Takeover Act (Wertpapiererwerbs- und

Übernahmegesetz (WpÜG))

Bidder:

White Elephant S.à r.l.

c/o navAXX S.A.

17, rue de Flaxweiler

L-6776 Grevenmacher

Grand Duchy of Luxembourg

Target:

exceet Group SE

115 avenue Gaston Diderich

L-1420 Luxembourg

Grand Duchy of Luxembourg

http://www.exceet.com

registered with the Trade and Companies Register of Luxembourg under B

148525

ISIN: LU0472835155 (WKN: A0YF5P)

Listed (shares): Regulated Market (Regulierter Markt) of the Frankfurt

Stock Exchange (Prime Standard), as well as the regulated unofficial market

(Freiverkehr) of the stock exchanges of Berlin, Munich and Stuttgart

The offer document and further information regarding the offer will be

published on the Internet at:

http://www.elephant-offer.com

Information by the Bidder:

White Elephant S.à r.l. (‘Bidder’) decided today to offer to the

shareholders of exceet Group SE by way of a voluntary public takeover offer

to acquire their bearer Class A shares in exceet Group SE, each

representing a pro rata amount of the registered share capital of approx.

EUR 0.015 (‘exceet Shares’). The Bidder is a company that is indirectly

controlled by the fund Active Ownership Fund SICAV-FIS SCS.

Subject to the remaining provisions of the offer document, the Bidder

intends to offer the shareholders of exceet Group SE a cash consideration

per exceet Share in the amount of the volume weighted average domestic

stock exchange price of the exceet Shares during the past three months

prior to this announcement as determined by the German Federal Financial

Supervisory Authority, but in any case not less than EUR 2.85 per exceet

Share (‘Takeover Offer’).

The Takeover Offer will likely be made subject to a minimum acceptance

threshold of 51.00% only. Today, the Bidder already acquired exceet Shares

representing approx. 28.26% of the share capital of exceet Group SE.

Furthermore, a major shareholder undertook vis-à-vis the Bidder to accept

within the acceptance period the Takeover Offer with regard to its exceet

Shares representing an additional approx. 27.81% of the share capital of

exceet Group SE.

The Bidder reserves the right, as far as legally permissible, to deviate in

the final terms and conditions of the Takeover Offer from the basic

information described herein.

Important Information:

This announcement is neither an offer to purchase nor a solicitation of an

offer to sell shares of

exceet Group SE. The offer to purchase shares in exceet Group SE will only

be made by the publication of the offer document and solely on the basis of

the provisions contained therein. Investors and shareholders of exceet

Group SE are strongly advised to read the offer document and all other

relevant documents regarding the Takeover Offer as soon as they are

published, since they will contain important information. The Takeover

Offer will be made exclusively under the laws of the Federal Republic of

Germany, the laws of Luxembourg (to the extent applicable) and applicable

provisions of the securities laws of the United States of America.

Grevenmacher (Luxembourg), September 18, 2017

White Elephant S.à r.l.

End of WpÜG announcement

The 18.09.2017 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Listed: Regulierter Markt an der Frankfurter Wertpapierbörse (Prime

Standard) sowie Freiverkehr an den Börsen in Berlin, München und Stuttgart