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Andritz AG — Major Shareholding Notification 2015
Mar 28, 2015
735_mrq_2015-03-28_ae560239-3298-46f4-9488-dc6aca87ebdc.pdf
Major Shareholding Notification
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EANS-Voting Rights: Andritz AG / Publication of an Announcement after art. 93 BörseG with the objective of Europe-web publication
Notification of voting rights transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
Release according to article 93 BörseG with the aim of a Europe-wide distribution
Information on the persons or entities under disclosure obligation:
i. Custos Privatstiftung ("Custos"), Graz, Austria
ii. SASR Achtundfünfzigste Beteiligungsverwaltungs GmbH ("SASR 58"), Vienna, Austria
iii. Cerberus Vermögensverwaltung GmbH ("Cerberus"), Graz, Austria
iv. Dr. Wolfgang Leitner, Austria
v. Certus Beteiligungs-GmbH ("Certus"), Graz, Austria
vi. Salapo Beteiligungsverwaltungs GmbH ("Salapo"), Vienna, Austria
vii. MANILE Privatstiftung, Graz, Austria, together with Custos, SASR 58, Cerberus, Wolfgang Leitner, Certus und Salapo the "reporting persons/entities" and each one of them a "reporting person/entity"))
On March 27, 2015, ANDRITZ was informed of a change in the major holdings in ANDRITZ AG (ISIN: AT0000730007), Stattegger Strasse 18, 8045 Graz ("ANDRITZ" or "Issuing Company"):
Custos holds a controlling interest, within the meaning of § 92, line 4 of BörseG in SASR 58, which holds 26,000,001 shares in ANDRITZ (equal to an interest of 25% + 1 share). Wolfgang Leitner is a co-founder of Custos and holds rights since the foundation was established that enable him to control Custos in the meaning of § 92, line 4 of BörseG. Dr. Wolfgang Leitner continues to hold a 99.6% interest in Cerberus and is its managing director, with authority to act alone on Cerberus' behalf. Custos holds a stake of 0.4% in Cerberus, which continues to hold 800,000 ANDRITZ shares (equal to a stake of 0.769%) unchanged since the announcement pursuant to §§ 91 ff BörseG on August 14, 2014.
After transition of 1,800,000 shares in ANDRITZ (equal to a stake of 1.73%) to a third party on October 29, 2014, Certus has held a total of 4,149,543 shares (equal to a stake of 3.99%) until recently, whereby its direct interest and the indirect interests of Salapo and MANILE dropped below the 4% disclosure threshold (c.f. notification of shareholdings dated October 29, 2014). This block of shares transferred on October 29, 2014 is now being returned, with the result that Certus again holds 5,949,543 shares in ANDRITZ (equal to a stake of 5.721%) effective as of March 27, 2015, whereby Certus' direct interest and the indirect interests of Salapo and MANILE have exceeded the disclosure thresholds of 4% and 5%.
The Takeover Commission (ÜbK) decided officially to initiate proceedings concerning ANDRITZ pursuant to § 33, para. 1, line 2 ÜbG (Austrian Takeover Act) on September 25, 2014. The object of this procedure was to review whether there was wrongfully no mandatory takeover offer submitted in connection with the reorganization measures implemented by the core shareholders of ANDRITZ in
August 2014, particularly by Custos, and in connection with the re-transition of a securities loan for ANDRITZ shares existing since 2004. The ÜbK issued a notice on this procedure on March 20, 2015, which was delivered to the reporting persons/entities on March 25, 2015. The ÜbK found that there was no infringement regarding the mandatory takeover and thus, no mandatory takeover offer need be submitted, however the interest held indirectly by Manile via Salapo and Certus in the amount of 5,949,543 shares in ANDRITZ (equal to an interest of 5.721%) is to be attributed unilaterally to Custos according to § 23, para. 2, line 1 ÜbG.
Based on the aggregation of all voting rights pursuant to § 91a, para. 7 BörseG, the legal view of the ÜbK results in the following total votings rights according to §§ 91 to 92 BörseG, which are attributable to Custos and Dr. Wolfgang Leitner as follows (pursuant to §§91 BörseG):
Pursant to §91 BörseG: SASR 58: 26,000,001/25% + 1 share Pursuant to §§ 91, 92, line 4 BörseG, Custos: 26,000,001/25% + 1 share Pursuant to §§ 91, 92, line 4 BörseG: Wolfgang Leitner: 26,806,001/25.775% Pursuant to §§ 91, 92, line 7 BörseG: Custos and Wolfgang Leitner: 5,949,543/5.721% Custos in total: 31,949,544/30.721%
Wolfgang Leitner in total: 32,755,544/31.496%
Thus, pursuant to § 91, para. 1, sentence 5, line 1 BörseG, Custos and Wolfgang Leitner, respectively, have exceeded the threshold of 30% of direct and indirect holdings of voting rights in the issuing company. The period for appeal is 14 days. At present, the reporting persons/entities do not intend to contest the decision by the Takeover Commission within the remaining time limit for appeal.
Further inquiry note: Dr. Michael Buchbauer
Head of Investor Relations
Tel.: +43 316 6902 2979
Fax: +43 316 6902 465
| mailto:[email protected] | |
|---|---|
| issuer: | Andritz AG |
| Stattegger Straße 18 | |
| A-8045 Graz | |
| phone: | +43 (0)316 6902-0 |
| FAX: | +43 (0)316 6902-415 |
| mail: | [email protected] |
| WWW: | www.andritz.com |
| sector: | Machine Manufacturing |
| ISIN: | AT0000730007 |
| indexes: | WBI, ATX Prime, ATX, ATX five |
| stockmarkets: official market: Wien | |
| language: | English |
Aussendung übermittelt durch euro adhoc The European Investor Relations Service