ENCAVIS AG

M&A Activity • May 30, 2016

News Details

Takeover Bids | 30 May 2016 08:14

Takeover Offer ;

Target company: CHORUS Clean Energy AG; Bidder: Capital Stage AG

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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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE,

PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY

JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT

LAWS OF SUCH JURISDICTION.

Publication of the decision to submit a public takeover offer pursuant to §

10 para. 1 in conjunction with §§ 29 para. 1, 34 of the Securities

Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Bidder:

Capital Stage AG

Große Elbstraße 59

22767 Hamburg

Germany

Registered in the commercial register of the local court (Amtsgericht) of

Hamburg, Germany, under registration number HRB 63197

ISIN: DE0006095003 / WKN: 609500

Target company:

CHORUS Clean Energy AG

Prof.-Messerschmitt-Straße 3

85579 Neubiberg, Munich

Germany

Registered in the commercial register of the local court (Amtsgericht) of

Munich, Germany, under registration number HRB 213342

ISIN: DE000A12UL56 / WKN: A12UL5

Information on the bidder:

SDAX-listed Hamburg-based solar and wind park operator Capital Stage AG

(‘Capital Stage’; ISIN DE0006095003), decided on May 30, 2016 to offer the

shareholders of CHORUS Clean Energy AG, Munich (‘CHORUS’) to acquire their

no-par value bearer shares in CHORUS, each representing a pro rata amount

of the registered share capital of EUR 1.00 (the ‘CHORUS Shares’) by way of

a voluntary public takeover offer in the form of an exchange offer (the

‘Takeover Offer’).

Capital Stage intends, subject to the final determination of a minimum

offer price and the final terms set forth in the offer document, to offer

the shareholders of CHORUS five (5) new no-par value bearer shares in

Capital Stage, each representing a pro rata amount of the registered share

capital of EUR 1.00 with dividend rights as of January 1, 2016 (the

‘Capital Stage Shares’) from the capital increase in kind (the ‘Capital

Increase’) still to be resolved by the General Meeting, in exchange as

consideration for every three (3) CHORUS Shares tendered in the context of

the Takeover Offer. For the purpose of resolving the Capital Increase,

Capital Stage will convene an extraordinary General Meeting at short

notice.

Capital Stage will appoint one/ multiple exchange trustee(s) who will

subscribe the new Capital Stage Shares for the benefit of the CHORUS

shareholders that have tendered their CHORUS Shares in the context of the

Takeover Offer and transfer their CHORUS Shares to Capital Stage.

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

threshold of 50% plus one (1) share of the outstanding CHORUS Shares, as

well as the registration of the implementation of the Capital Increase and

the approval from cartel authorities. Moreover, the Takeover Offer will be

made in accordance with the terms and conditions set out in the offer

document, which is subject to approval by the German Federal Financial

Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,

BaFin). Furthermore, insofar as legally permissible, Capital Stage reserves

the right to deviate in the final terms of the Takeover Offer from the

basic information described herein.

On the date hereof, Capital Stage entered into tender commitments with

Peter Heidecker, chairman of the supervisory board and largest shareholder

of CHORUS, as well as management board members of CHORUS (together referred

as the ‘Package Shareholders’), who together own approximately 15% of the

shares and voting rights of CHORUS. Pursuant to which the Package

Shareholders irrevocably undertake to tender their CHORUS Shares in the

Takeover Offer.

Furthermore, on the date hereof, Capital Stage and CHORUS have entered into

a Business Combination Agreement in which both companies have stipulated

their current understanding in terms of the execution of the Takeover Offer

and the general support by the Management and Supervisory Board of CHORUS.

The offer document will be published on the internet following the

clearance of the German Federal Financial Supervisory Authority (BaFin) at

http://www.capitalstage.com under the heading ‘Investor Relations/ Public

Takeover offer CHORUS’.

Important information:

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

offer to exchange CHORUS Shares. Moreover, this announcement is neither an

offer to purchase nor a solicitation to purchase any shares of Capital

Stage AG. The final terms and further provisions regarding the Takeover

Offer will be disclosed in the offer document after its publication has

been approved by the German Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Capital Stage

reserves the right to deviate in the final terms and conditions of the

Takeover Offer from the basic information described herein. Investors and

holders of CHORUS Shares are strongly recommended to read the offer

document and all other documents in connection with the Takeover Offer as

soon as they are published because they contain important information.

Subject to the exceptions described in the offer document, as well as any

exemptions that may be granted by the relevant regulators, a takeover offer

will not be made, neither directly nor indirectly, in any jurisdiction

where to do so would constitute a violation of the national laws of such

jurisdiction.

Shares of Capital Stage AG have not been nor will they be registered under

the U.S. Securities Act of 1933, as amended, or with any securities

regulatory authority of a state or any other jurisdiction in the USA or any

other foreign jurisdiction. Therefore, subject to certain exceptions,

shares of Capital Stage AG must not be offered or sold within the USA or

any other jurisdiction where to do so would constitute a violation of the

national laws of such jurisdiction. There will be no registration of the

Capital Stage Shares mentioned in this announcement pursuant to the

relevant laws in the USA or any other foreign jurisdiction.

To the extent this announcement contains forward-looking statements, also

with respect to the Takeover Offer, such statements do not represent facts

and are characterised by the words ‘will’, ‘expect’, ‘believe’, ‘estimate’,

‘intend’, ‘aim’, ‘assume’ or similar expressions. Such forward-looking

statements express the intentions, opinions or current expectations and

assumptions of Capital Stage AG and the persons acting in concert with

Capital Stage AG. Such forward-looking statements are based on current

plans, estimates and forecasts which Capital Stage AG and the persons

acting in concert with Capital Stage AG have made to the best of their

knowledge, but which do not claim to be correct in the future. Forward-

looking statements are subject to risks, uncertainties and changes in the

accompanying circumstances that for the most part are difficult to predict

and usually cannot be influenced by Capital Stage AG or the persons acting

in concert with Capital Stage AG. These expectations and forward-looking

statements can prove to be incorrect and the actual events may differ

materially from those contained in such forward-looking statements. Capital

Stage AG and the persons acting in concert with Capital Stage AG do not

assume an obligation to update the forward-looking statements with respect

to actual developments, events, basic conditions, assumptions or other

factors.

This announcement is published in German and as an English translation. In

the event of any conflict or inconsistency between the English and the

German versions, the German version shall prevail.

Hamburg, May 30, 2016

Capital Stage AG

The Management Board

End of WpÜG announcement

The 30.05.2016DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Listed: Capital Stage AG: Regulierter Markt in Frankfurt (Prime Standard),

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

Hannover

CHORUS Clean Energy AG: Regulierter Markt in Frankfurt (Prime

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