Offeree CompanyCA Immobilien Anlagen AG
ISINa) Ordinary Shares CA IMMO:  ISIN AT0000641352
b) Convertible Bonds (2017):  ISIN AT0000A1YDF1
OfferorSOF-11 Klimt CAI S.à r.l, Luxembourg
Intention to make a bid pursuant to § 5 Takeover Act announced on8 Jan 2021
To be notified pursuant to § 10 Takeover Act until 22 Jan 2021, extended pursuant to § 10 para 1 Takeover Act until5 Feb 2021
Notified pursuant to § 10 Takeover Act on2 Feb 2021
Bid announced pursuant to § 11 Takeover Act on22 Feb 2021
Amendment of the bid pursuant to § 15 Takeover Act notified pursuant to § 15 in connection with § 11 Takeover Act on5 Mar 2021
Amendment of the bid pursuant to § 15 Takeover Act notified pursuant to § 15 in connection with § 11 Takeover Act on5 Jul 2021
Acceptance period22 Feb 2021 until and including 9 Apr 2021, 17:00 Central European Time (CET). The Bidder reserves the right to extend the acceptance period.
Additional acceptance period persuant to § 19 para 3 Takeover Act14 Apr 2021 until and including 14 Jul 2021
Offer price

a) EUR 36,00 per CA IMMO Share cum dividend for the financial year 2020 

b) EUR 138.628,59 for each Convertible Bond (2017)

- For the Convertible Bonds (2017) tendered during the additional acceptance period, only a reduced offer price of EUR 120.937,26 shall apply.

- If both (i) the acceptance period is extended beyond 9 Apr 2021 as a result of a competing offer, and (ii) settlement I takes place after the expiry of the change of control window, a reduced offer price in the amount of EUR 120.937,26 (cum dividend) will apply to the Convertible Bonds (2017) tendered during the acceptance period.
 
[Expected change of control date of 8 Apr 2021. In case the change of control occurs at an earlier or later point in time, the adjusted conversion price changes in accordance with the issue terms and conditions of the Convertible Bonds (2017), thereby leading to a change in the Convertible Bonds (2017) offer price (see 3.2.3).]

Offer volume

a) 65,119,909 Ordinary Shares
b) Convertable Bonds (2017) outstanding total nominal value of EUR 200,000,000

Premium30,53% (3M), 32,53% (6M), 22,12% (12M)
Conditions

The offer is subject to the following condition precedent: Merger Control Clearance (see 4.1)

The transaction has received clearance from the competent competition authorities in Germany, Austria and Poland no later than ninety calendar days following the end of the Acceptance Period (the "Long Stop Date"), or all relevant statutory waiting periods (in Germany one month from filing; in Austria four weeks from filing and in Poland one month from filing) have expired, with the result that the transaction is deemed to be approved, or the respective competition authorities have declared that they are not competent for conducting a review of the transaction.

Notice of Fulfillment or Non-Fulfillment  (see 4.2)
The Bidder will provide notice of the fulfillment or non-fulfillment of the Condition Precedent without delay in the media to be used for the publication of notices referred to in this offer document (see 5.10).

Paying agentRaiffeisen Bank International AG, Am Stadtpark 9, 1030 Vienna, FN 122119 m
Share held by bidder prior to announcement of offer

27,908,386 Ordinary Shares and 4 (four) Registered Shares, which together correspond to 28.24% of the Share Capital of the Target Company.