Advert Finance B.V.
Attainment of Control; <NL0012377394>
Target company: Fyber N.V.; Bidder: Advert Finance B.V.
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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Publication of the Acquisition of Control Pursuant to Section 35 (1)
sentence 1 in Conjunction with Section 10 (3) sentences 1 and 2 of the
Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz – ‘WpÜG’)
Offeror:
Advert Finance B.V.
Schiphol Boulevard 127, G4.02,
1118BG Schiphol
The Netherlands
registered in the Dutch commercial register (Kamer van Koophandel) in
Amsterdam under No. 74507516
Target company:
Fyber N.V.
registered in the Dutch commercial register (Kamer van Koophandel) in
Amsterdam under No. 54747805
Branch office:
Johannisstrasse 20
11017 Berlin
Germany
registered in the commercial register of the Charlottenburg Local Court
under No. HRB 166541 B
ISIN NL0012377394
On 6 May 2019, as a result of new shares issued in the context of a capital
increase in exchange for the contribution of convertible bonds issued in
2015 by Fyber N.V., a stock corporation established under Dutch law
(naamloze vennootschap) (‘Fyber’ or the ‘Target Company’), Advert Finance
B.V. with registered office in Amsterdam (the Netherlands) (the ‘Offeror’)
acquired ownership of 157,999,842 registered shares with a pro rata amount
of the share capital of the Target Company of EUR 0.10 each (each a ‘Fyber
Share’, collectively the ‘Fyber Shares’). This corresponds to a
shareholding of around 43.66% of the total shares and voting rights issued
after execution of the capital increase. Thus, the Offeror acquired control
(overwegende zeggenschap) over the Target Company pursuant to Section 35
(1) sentence 1 WpÜG in conjunction with Section 5:70 and Section 1:1 of the
Dutch Act on the Financial Market Supervisory Authority (Wet op het
financieel toezicht) (the ‘AFMSA’).
After having obtained permission from the Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – ‘BaFin’) to
publish the offer document pursuant to Section 35 (2) WpÜG, the Offeror
will publish a mandatory offer (the ‘Offer’) to the shareholders of Fyber.
The Offer will be made at the terms and conditions set out in the offer
document.
The offer document (in German and a non-binding English translation)
containing the details of the Offer and further related information will be
published by announcement in the Federal Gazette (Bundesanzeiger), by
making it available for distribution free of charge in printed form and by
announcement on the Internet at
http://www.advert-finance-angebot.de/
Schiphol, 10 May 2019
Advert Finance B.V.
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Important Note:
This announcement does not constitute an offer to purchase or exchange
shares of Fyber N.V. or the Offeror or an invitation to submit such
purchase or exchange offers. The mandatory offer will be made exclusively
at the terms and conditions contained in the offer document to be
published. Investors and shareholders of Fyber N.V. are advised to read the
offer document and all other documents relating to the mandatory offer
published by Advert Finance B.V.
The publication of the Offer is made under exclusive application of the law
of the Federal Republic of Germany and certain applicable provisions of the
U.S. Securities Act. The Offer will not be the subject of an examination or
registration procedure by a supervisory authority outside the Federal
Republic of Germany and will not be approved or recommended by any such
supervisory authority. Any contract concluded on the basis of the offer
will be governed exclusively by, and construed in accordance with, the law
of the Federal Republic of Germany.
End of WpÜG announcement
The 10.05.2019 DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Listed: Zielgesellschaft: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf und Stuttgart