DGAP-RPT: Godewind Immobilien AG: Release according to Article 111c of the AktG [the German Stock Corporation Act] with the objective of Europe-wide distribution
03/24/2020 | 06:30am EDT
DGAP Related Party Transactions announcement: Godewind Immobilien AG
/ Release of an announcement according to Article 111c of the AktG [the German Stock Corporation Act]
Godewind Immobilien AG: Release according to Article 111c of the AktG [the German Stock Corporation Act] with the objective of Europe-wide distribution
24.03.2020 / 12:25
Dissemination of a Related Party Transactions announcement transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Publication of significant transactions with related parties pursuant to section 111c AktG
Godewind Immobilien AG, Frankfurt am Main
On Friday, 20 March 2020, the supervisory board of Godewind Immobilien AG has consented to the negotiation and execution (which occurred today) of a share purchase agreement with Covivio Immobilien GmbH, a company related to Covivio X-Tend AG and Godewind Immobilien AG within the meaning of section 111a AktG, relating to 3,775 shares in Godewind Beteiligungsgesellschaft mbH (representing approximately 15.1% of the issued share capital of 25,000 shares of EUR 1.00 each of Godewind Beteiligungsgesellschaft mbH) as well as 15.1% of the shareholder loans granted by Godewind Immobilien AG to Godewind Beteiligungsgesellschaft mbH and its subsidiaries against a consideration of approximately EUR 37.8 million for the sold shares and a preliminary purchase price of EUR 44.9 million for the shareholder loans. Covivio X-Tend AG currently holds, according to the knowledge of Godewind Immobilien AG, approximately 44.12% of the shares in Godewind Immobilien AG.
The purchase price for the shares in Godewind Beteiligungsgesellschaft mbH has been derived from the consolidated financial statements of Godewind Immobilien AG as of 31 December 2019 in accordance with IFRS and the underlying consolidated balance sheet of all subsidiaries in accordance with IFRS. Based on the consolidated balance sheet according to IFRS of the subsidiaries, a simplified sub-group financial statement of Godewind Beteiligungsgesellschaft mbH was prepared. The previous book values of the investments were replaced by the revalued equity of the respective subsidiary. For this purpose, purchase prices were negotiated for the properties held directly or indirectly by Godewind Beteiligungsgesellschaft mbH, such purchase prices exceeding those according to IFRS as of 31 December 2019, and certain adjustments were made in relation to deferred taxes. Management board and supervisory board have validated the purchase price determined in this way based on an assessment according to IDW S1 prepared by BBWP GmbH Wirtschaftsprüfungsgesellschaft. The accordingly determined pro rata purchase price (for 15.1% of the shares in the company) amounts to EUR 30.9 million and is therefore lower than the purchase price negotiated with Covivio Immobilien GmbH for the 15.1% of the shares in Godewind Beteiligungsgesellschaft mbH.
The purchase price for the shareholder loans corresponds to the nominal value plus accrued interest at the time the share purchase agreement was signed and was determined on a preliminary basis (31 December 2019) at the time the share purchase agreement was signed. The final purchase price will be calculated as soon as the first quarter is booked with Godewind Beteiligungsgesellschaft mbH; any difference will be compensated.
The background for this sale is the takeover bid by Covivio X-Tend AG. The sale of 15.1% of the shares in Godewind Beteiligungsgesellschaft mbH is intended to ensure that the completion of the takeover offer does entail negative tax consequences for Godewind Immobilien AG and its affiliates, or that such negative consequences are reduced.
Frankfurt am Main, March 2020
24.03.2020 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de