Supplement No 1. dated 3 November to the. Securities Prospectus. dated 27 October for the public offering of

Transcription

1 Supplement No 1 dated 3 November 2016 to the Securities Prospectus dated 27 October 2016 for the public offering of 2,970,000 newly issued no-par value bearer shares (the New Shares ) from the capital increase against cash contribution resolved by the Shareholders Meeting on 5 September 2016 and of 297,000 existing no-par value bearer shares from the holdings of SUPERIOR Beteiligungen AG to cover potential over-allotments (the New Shares and these 297,000 shares together referred to as the Placement Shares ) and at the same time for the admission to trading of up to 9,207,000 no-par value bearer shares (the Admission Shares ) including up to 2,970,000 New Shares, all existing 5,940,000 no-par value bearer shares and up to 297,000 no-par value bearer shares that may be issued from authorized capital on the regulated market at the Frankfurt Stock Exchange (regulierter Markt an der Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post admission obligations (Prime Standard) of the Frankfurt Stock Exchange and of a part of the Admission Shares in the amount of up to 8,217,000 no-par value bearer shares (the HH-Admission Shares ) (being all Admission Shares except for 990,000 existing shares already admitted to trading on the regulated market of the Hamburg and Hannover Stock Exchanges (regulierter Markt an den Börsen Hamburg und Hannover) on the regulated market of the Hamburg and Hannover Stock Exchanges (regulierter Markt an der Börsen Hamburg und Hannover) each of the shares representing a proportionate amount of EUR 1.00 of the share capital of Aves One AG Hamburg, Deutschland and carrying full dividend rights as from 1 January 2016

2 - 2 - This supplement no 1 (the Supplement No 1 ) constitutes a prospectus supplement pursuant to Art. 16 of the Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003 (the Prospectus Directive ) as amended by the Directive 2010/73/EC dated 24 November 2010 on the prospectus, to be published when securities are offered to the public or admitted to trading and the Directive 2001/34/EC is prepared for the purpose of a public offering of shares in the Federal Republic of Germany, in the Grand Duchy of Luxembourg and in Austria; it is supplemental to, and should be read in conjunction with, the prospectus dated 27 October 2016 (the Prospectus ) relating to the offer of 2,970,000 newly issued no-par value bearer shares (the New Shares ) and of 297,000 existing no-par value bearer shares from the holdings of SUPERIOR Beteiligungen AG to cover potential over-allotments (the New Shares and these 297,000 shares together referred to as the Placement Shares ) and at the same time for the admission to trading of up to 9,207,000 no-par value bearer shares (the Admission Shares ), including up to 2,970,000 New Shares, all existing 5,940,000 no-par value bearer shares and up to 297,000 no-par value bearer shares that may be issued from authorized capital on the regulated market at the Frankfurt Stock Exchange (regulierter Markt an der Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post admission obligations (Prime Standard) of the Frankfurt Stock Exchange and of a part of the Admission Shares in the amount of up to 8,217,000 no-par value bearer shares (the HH-Admission Shares ) (being all Admission Shares except for 990,000 existing shares already admitted to trading on the regulated market of the Hamburg and Hannover Stock Exchanges (regulierter Markt an den Börsen Hamburg und Hannover) on the regulated market of the Hamburg and Hannover Stock Exchanges (regulierter Markt an der Börsen Hamburg und Hannover), each of the shares representing a proportionate amount of EUR 1.00 of the share capital of Aves One AG (the Issuer or the Company ) and carrying full dividend rights as from 1 January The Prospectus has been filed for approval with the Federal Financial Supervisory Authority ( BaFin ) on 27 October In accordance with Sec. 14 Subs. 2 No. 3a WpHG (German Securities Trading Act), the Prospectus of Aves One AG dated 27 October 2016 was published on the Company s website ( this Supplement No 1 will be published there as well. In addition printed copies of the prospectus and this Supplement No 1 are also available free of charges at Aves One AG, Große Elbstraße 45, Hamburg.

3 - 3 - Aves One AG announces the following changes having occurred relating to the Prospectus published on 27 October 2016: On 28 October 2016 Aves One AG was informed that using the subscription functionality of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in the XETRA trading system for the collection and settlement of subscription offers ("XETRA Subscription Functionality") purchase offers for New Shares that were not subscribed for in the Subscription Offer need to be submitted under a separate ISIN and WKN (interim ISIN / WKN). Thus, Aves One AG supplements the Prospectus as follows: In Section I.E.3 Description of the terms and conditions of the offer, paragraph Placement of Unsubscribed New Shares on page 26 f., the second sentence as well as in Section V.3 Subscription Offer, paragraph Placement of Unsubscribed New Shares on page 98, second paragraph, first sentence shall be replaced as follows: Purchase offers for this part of the offer may be submitted through the subscription functionality of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in the XETRA trading system for the collection and settlement of subscription offers (the XETRA Subscription Functionality ) under interim ISIN DE000A2DA6C1 (WKN A2DA6C). In Section II.E.3 Angebotskonditionen, paragraph Platzierung nicht bezogener Neuer Aktien on page 53 f., the second sentence shall be replaced as follows: Kaufangebote für diesen Teil des Angebots dürfen über die Zeichnungsfunktionalität der Frankfurt Wertpapierbörse im XETRA Handelssystem für die Sammlung und die Abwicklung von Kaufangeboten (die XETRA- Zeichnungsfunktionalität ) unter der Interims-ISIN DE000A2DA6C1 (WKN A2DA6C) eingereicht werden. In Section V.3 Subscription Offer, paragraph Placement of Unsubscribed New Shares, after the fifth paragraph on page 98 and before the paragraph Important Notice on page 99 shall be amended: Subsequently or as expected on 24 November 2016, for technical reasons New Shares purchased in this manner via XETRA Subscription Functionality will initially be delivered under the interim ISIN (ISIN DE000A2DA6C1 / WKN A2DA6C), but

4 - 4 - will be converted to regular, listed shares under ISIN DE000A / WKN A16811 before the actual admission of all New Shares to trading.

5 - 5 - DECLARATION OF LIABILITY Aves One AG, with its head office in Hamburg, Germany - business address Große Elbstraße 45, Hamburg - is responsible for the correctness of the information contained in this Supplement No 1 and declares that it has taken all reasonable care to ensure that such is the case, the information contained in this Supplement No 1 is, to the best of the knowledge of the Issuer, in accordance with the facts and contains no omission likely to affect its import. In accordance with Sec. 16 Subs. 3 WpHG, investors who have already agreed to purchase or subscribe for the shares before this Supplement No 1 is published have the right, exercisable within two working days after the publication of this Supplement No 1, to withdraw their acceptances, as long as the new fact or the incorrectness according to Sec. 16 Subs. 1 WpHG have occurred before the final closing of the public offer and before the delivery of the shares. The withdrawal does not have to be explained and has to be declared in text form to Aves One AG, Große Elbstraße 45, Hamburg. The timely dispatch shall be sufficient to observe the deadline. Germany, 3 November 2016 Aves One AG

6 U-1 Hamburg, 3 November 2016 Aves One AG signed Peter Kampf Management Board signed Henrik Christiansen Management Board

7 U-2 Berlin, 3 November 2016 quirin bank AG signed Holger Clemens Hinz Managing Director signed Carsten Peter Director