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TAR - Attainment of Control / Target company: Surteco Group SE; Bidder: Banasino Investments S.a r.l.

Company: 029 Group SE Date: 2024-10-04 Language: English Register to download
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 News Details

Takeover Bids | 4 October 2024 08:55

#   

Attainment of Control / Target company: Surteco Group SE; Bidder: Banasino Investments S.a r.l.

Banasino Investments S.a r.l. / Attainment of Control  

Attainment of Control / Target company: Surteco Group SE; Bidder: Banasino Investments S.a r.l.  

  

04.10.2024 / 08:55 CET/CEST  

Dissemination of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG), transmitted by EQS News – a service of EQS Group AG.  

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

  

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NON-BINDING ENGLISH TRANSLATION

**Publication of the acquisition of control pursuant to Section** **35 para.** **1 sentence 1 in conjunction with Section** **10 para. 3 sentences 1 and 2 of the German Securities Acquisition and Takeover Act (** ***Wertpapiererwerbs- und Übernahmegesetz, WpÜG*** **)**

**Bidder** :

BANASINO INVESTMENTS S.à r.l.

1 Rue Gadderscheier

4984 Soleuvre

Luxembourg

registered with the Luxembourg trade and companies register ( *registre de commerce et des sociétés* ) under registration number B271922

**Target** :

SURTECO GROUP SE

Johan-Viktor-Bausch-Straße 2

86647 Buttenwiesen

Germany

registered with the commercial register ( *Handelsregister* ) of the local court ( *Amtsgericht* ) of Augsburg under HRB 23000

WKN: 517690 / ISIN DE0005176903

On 4 October 2024, BANASINO INVESTMENTS S.à r.l. (the “ **Bidder** “) has acquired control within the meaning of Section 35 para. 1 sentence 1 in conjunction with Section 29 para. 2 WpÜG over SURTECO GROUP SE (the “ **Target Company** “) by acquiring additional shares of the Target Company.

The Bidder directly holds 4,652,218 no-par value bearer shares ( *auf den Inhaber lautende Stückaktien* ) in the Target Company with a pro rata amount of the share capital of the Target Company of EUR 1.00 per share (the “ **SURTECO-Shares** “); this corresponds to 30.00% of the voting rights in the Target Company. The Bidder does not hold any further voting rights in the Target Company. No voting rights are attributed to the Bidder pursuant to Section 30 WpÜG.

With the aforementioned acquisition of SURTECO-Shares by the Bidder on 4 October 2024, the voting rights from 4,652,218 shares of the Target Company held by the Bidder are also fully attributed to the following persons pursuant to Section 30 para. 1 sentence 1 no. 1, sentence 3 WpÜG, who thus also attained control over the Target Company on 4 October 2024 pursuant to Section 35 para. 1 sentence 1 in conjunction with Sections 29 para. 2, 30 para. 1 sentence 1 no. 1, sentence 3WpÜG:

1.  BANASINO INVESTMENTS LIMITED, Tagmatarchou Pouliou 9, Grayoak House, Ayios Andreas, 1101 Nicosia, Cyprus, registered with the Cyprus Registrar Of Companies under registration number HE 102703;
2.  Luda Stiftung, Austrasse 79, 9490 Vaduz, Liechtenstein, registered with the commercial register of the principality of Liechtenstein under registration number FL-0001.103.792-2;
3.  Mr Matthias Kaindl, Via Stredas 5, 7500 St. Moritz, Switzerland.

This publication pursuant to Section 35 para. 1 sentence 1 WpÜG in conjunction with Section 10 para. 3 sentences 1 and 2 WpÜG is, therefore, also made on behalf of BANASINO INVESTMENTS LIMITED, Luda Stiftung and Mr Matthias Kaindl (together the “ **Bidder Parent Companies** “).

The Bidder will publish a mandatory offer (the “ **Mandatory Offer** “) to all shareholders of the Target Company after the Federal Financial Supervisory Authority ( *Bundesanstalt für Finanzdienstleistungsaufsicht* ) has authorised the publication of the offer document pursuant to Section 35 para. 2 WpÜG. In the Mandatory Offer, the Bidder will offer the shareholders of the Target Company to acquire their shares at the statutory minimum price. In all other respects, the Mandatory Offer will be made on the terms and conditions set out in the offer document. The offer document (in German and a non-binding English translation), which contains the detailed terms and conditions of the Mandatory Offer as well as further related information, will be published on the internet at https://www.banasino-angebot.com.

With the publication of the Mandatory Offer, the Bidder will also fulfil the obligations of the Bidder Parent Companies resulting from Section 35 para. 2 WpÜG. They will therefore not publish a separate mandatory offer to the shareholders of the Target Company.

**Important notice:**

This announcement is neither an offer to purchase nor a solicitation of an offer to sell SURTECO-Shares. The definite terms and conditions of the Mandatory Offer, as well as further provisions concerning the Mandatory Offer, will be published in the offer document following permission by the Federal Financial Supervisory Authority ( *Bundesanstalt für Finanzdienstleistungsaufsicht* ) to publish the offer document. Investors and holders of SURTECO-Shares are strongly advised to read the offer document and all other documents regarding the Mandatory Offer when they become available, as they will contain important information.

The Mandatory Offer will be published exclusively under the laws of the Federal Republic of Germany and certain applicable provisions of the securities laws of the United States of America. Any contract concluded based on the Mandatory Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder, its affiliates or its brokers may purchase, or conclude agreements to purchase, SURTECO-Shares, directly or indirectly, outside of the scope of the Mandatory Offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for SURTECO-Shares. These purchases may be completed via the stock exchange at market prices or outside the stock exchange on negotiated terms and conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.

Soleuvre, 4 October 2024

BANASINO INVESTMENTS S.à r.l.

*End of WpÜG announcement*

  

  

End of WpÜG announcement  

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04.10.2024 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.  

Archive at www.eqs-news.com  

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| Language: | English |
| Listed: | Regulierter Markt in Frankfurt (Prime Standard), München; Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, Stuttgart, Tradegate Exchange |

  

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| End of News | EQS News Service |

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