Kontron S&T AG OFFER DOCUMENTS. Abridged version. Non-binding solely binding is the complete version in German

Transcription

1 Kontron S&T AG Augsburg OFFER DOCUMENTS Abridged version Non-binding solely binding is the complete version in German Offer to repurchase shares of Kontron S&T AG Lise-Meitner-Str. 3-5, D Augsburg, Germany Made to its shareholders Comprising the acquisition of up to 2,184,589 no-par value bearer shares of Kontron S&T AG (hereafter Kontron S&T shares ) ISIN: DE000A2BPK83 For the repurchasing of Kontron S&T shares: WKN: A2G9KW / ISIN: DE000A2G9KW0 For the payment of monies Amounting to EUR 3.11 per Kontron S&T share Term of acceptance: Monday, November 6, 2017, until Monday, December 18, 2017, 6 pm (CET) 1. GENERAL REMARKS 1.1 Making of offer to accord to Germany's code of law The offer being made by Kontron S&T AG, which is headquartered in Augsburg, Germany (Address: Lise-Meitner-Str. 3 5, D Augsburg) and which is hereafter also referred to as the "company"), for the repurchasing of its shares is being done on a non-compulsory and public basis. This is referred to as the "offer". The documents of offering will be called the "offer documents". Solely applicable to the 1

2 implementation of the offer is the legal code of the Federal Republic of Germany. A making of this offer to acquire, which is being made on a public basis, that accords to another such code of laws is not foreseen. Neither applied for nor occasioned are announcements, registrations, listings or authorizations of these offer documents in a jurisdiction outside of the Federal Republic of Germany. As of the time of the making of the offer, S&T AG, which is headquartered in Linz, Austria, holds some 92.3% of the shares of the company, with the company itself possessing some 0.1% of its shares, and with the remaining to the best of the company's knowledge - some 7.67% of the shares of the company being held in free float (the free float ). The shareholders comprising the free float of Kontron S&T AG meaning the ones owning the shares not possessed by S&T AG or by the company are subsequently referred to respectively and collectively as "Kontron S&T shareholders". 1.2 Publications on the offering The company published on November 3, 2017 a corporate release on its decision to make this offer. The offer documents have been published on the following Website and in Germany's Federal Gazette (Bundesanzeiger) ( and, as well, in the security bulletins destined for the banks. The offer documents were published exclusively in German. Aside from the methods of publication mentioned above, the offer will not be published. Nor will it be publicly disseminated, registered or authorized. The sending, distribution or dissemination of the offer documents to third parties may be subject to legal restrictions applicable to jurisdictions outside that of the Federal Republic of Germany. This also encompasses the acceptance of this offering. The offer documents are to be neither directly or indirectly published, disseminated or transferred by third parties located outside Germany, in cases in which this is prohibited by the applicable foreign stipulations; or in which such actions are dependent upon the adherence to official procedures, or upon the granting of a permission, or upon further preconditions. Should such an action take place notwithstanding the above enjoining, the company does not assume any liability for the sending, distribution or dissemination of this offer's accordance to the legal stipulations of legal codes other than that of the Federal Republic of Germany. Persons located outside the Federal Republic of Germany who gain possession of the offer documents, or who want to accept the offer, are called upon to inform themselves on any legal restrictions applying outside the Federal Republic of Germany, and to adhere to such, should they exist. Kontron S&T shareholders are, in view of the above, to especially not place their trust in the applicability of non-german stipulations on investor protection. Due to the above, the application of non-german codes of law to this offer is hereby excluded. 2. THE OFFER 2.1 Contents of the offer The company hereby offers to purchase and acquire the no-par bearer shares ( Kontron S&T shares ) held by all Kontron S&T shareholders. These shares have a respective and proportionate stake in the company's share capital of EUR Comprised in this offer are all claims for dividends. The offer price is EUR 3.11 per Kontron S&T share. 2

3 This offer accords to the stipulations contained in these offer documents. The offer pertains to the up to 2,184,589 Kontron S&T shares held in free float. In cases in which this offer results in the submission of more than 2,184,589 Kontron S&T shares for repurchasing, the declarations of acceptance will be taken into account in the partial and proportionate way laid down in Number Commence and conclusion of term of acceptance The term of acceptance of the offer commences on Monday, November 6, 2017, and ends on 6 pm (CET) on Monday, December 18, 2017) (term of acceptance). The company reserves the right to extend the term of acceptance. Should it decide to do such, it will announce its decision prior to the expiry of the term of acceptance. The rules stipulated in Germany's Securities Assumption Act (WpÜG) do not apply to this offer. This in turn means that the Act's stipulations on possible extensions of terms of acceptance also do not apply. Also not applicable are the regulations contained in Germany's Securities Prospectus Act (WpPG). 3. IMPLEMENTATION OF THE OFFER 3.1 Declaration of acceptance and rebooking Small & Mid Cap Investmentbank AG, Munich, has been commissioned by the company with the facilitation of the offer to repurchase shares. It, in turn, has appointed Bankhaus Gebr. Martin AG, Göppingen, to serve as the central office of processing (central office of processing). The way for Kontron S&T shareholders to accept the offer is by rendering in writing their acceptance, and to do such during the term of acceptance. This declaration is to be submitted to the respective bank of securities deposit. To this end, Kontron S&T shareholders are to be provided by their respective banks of securities deposit with a form or letter of instruction ( declaration of acceptance ) to be used in the acceptance of the offer. The declaration of acceptance takes effect solely upon the rebooking of the Kontron S&T shares for which the acceptance has been declared within the term foreseen for such by Clearstream Banking AG, Frankfurt am Main, in the shares' dedicated ISIN DE000A2G9KW0 (Kontron S&T shares submitted for repurchasing).this rebooking is occasioned by the bank of securities deposit upon its receipt of the declaration of acceptance. The rebooking of the Kontron S&T shares submitted for repurchase in the separate ISIN DE000A2G9KW0 is to be regarded as having been performed within the term foreseen for such in cases in which this rebooking has been undertaken by 6 pm (CET) on the second day of banking operation subsequent to the that of the expiry of the term of acceptance and thus by 6 pm (CET) on Wednesday, December 20, Day of banking operation is a day on which (i) banks located in Frankfurt am Main are, viewed generally, open for banking transactions and (ii) in which the Trans-European Automated Real Time Gross Settlement Express Transfer System (TARGET) or a comparable system is operable. 3.2 Further declarations from Kontron S&T shareholders accepting the offer The declaration of acceptance of the offer a) comprises the declaration by the Kontron S&T shareholders accepting the offer that they accept the offer made by the company to conclude a contract of purchase for the Kontron S&T shares designated in the declaration of acceptance, and that this acceptance accords to the stipulations laid down in these offer documents; 3

4 b) constitutes the instruction by the Kontron S&T shareholders accepting the offer to the respective bank of securities deposit account to (I) initially leave the Kontron S&T shares submitted for repurchasing in this account, and, while doing such, to rebook them in the separate ISIN DE000A2G9KW0 maintained at Clearstream Banking AG; and to (ii) have this bank in turn instruct and authorize Clearstream Banking AG to make available the shares bearing the separate ISIN DE000A2G9KW0 immediately upon expiry of the term of acceptance to the central office of processing's account at Clearstream Banking AG for purposes of transferring such to the company. To be noted, and in cases in which such is required, a partial (proportionate) taking into account of declarations of acceptance will solely be undertaken. This will be in accordance with the stipulations of Number 3.5; c) comprises Kontron S&T shareholders accepting the offer's commissioning and authorizing of the central office of processing and of their respective bank of securities deposit (with this entailing the exemption from the prohibition on selfdealing established by 181 BGB Germany's Civil Code) with the undertaking of all actions required to process and further this offer in ways according to the stipulations of these offer documents. This entails the rendering and receipt of all requisite declarations, with this particularly encompassing the bringing about of the transfer of ownership of the Kontron S&T shares to the company; d) comprises the Kontron S&T shareholders accepting the offer's instructing of their respective bank of securities deposit to instruct and authorize in turn Clearstream Banking AG to inform the company on each day of securities trading of all information required to make public the results of this information. This dissemination of information is to be performed directly via the central office of processing, or via the banks of securities deposit. This provision is to particularly include the number of Kontron S&T shares booked in the deposit account maintained by the bank of securities deposit at Clearstream Banking AG under the separate ISIN DE000A2G9KW0; e) comprises the Kontron S&T shareholders' accepting the offer's transferring of ownership of the Kontron S&T shares submitted for repurchasing to the company, with this being subject to the adherence to the term of acceptance of the offer, and to a possible partial (proportionate) taking into account of declarations of acceptance as laid down in Number 3.5. This is to occur on a step-by-step basis, and to be accompanied on a step-by-step basis by the payment of the offer price determined by the company; f) comprises the Kontron S&T shareholders accepting the offer's refraining from laying any claim to a supplemental payment of cash ensuing from the ongoing legal proceedings entailing the preceding merger of Kontron AG into Kontron S&T AG, and g) comprises the declaration by the Kontron S&T shareholders accepting the offer that the Kontron S&T shares submitted for repurchasing are solely owned by them at the time of their transferring of ownership in same, that these shares are not subject to limitations on disposition, and that they are not subject to rights and claims ensuing to and from third parties. The instructions, commissions, powers of attorney and declarations contained in the above a) g) are irrevocably placed and rendered upon the submission of the declaration of acceptance. 3.3 Allocation in case of an oversubscription of the offer In cases in which the making of this offer results in the banks of securities deposit receiving submissions of declarations of acceptance for more than 2,184,589 Kontron S&T shares, the declarations of acceptance will be taken into account in proportionate 4

5 ways. This means that the following ratio will be employed: the total number of shares expected to be offered, with this ceiling's being 2,184,589 shares, to the total number of shares that have been submitted for repurchasing. The company is to acquire a respective proportionate share of the shares submitted by the shareholders for repurchasing. The result of this calculation is to be rounded off to the next natural number. Fractions are not to be taken into account, thus precluding a remuneration through the payment of cash and, as well, the issuance of a credit balance for fractions of a share. 3.4 Miscellaneous All costs ensuing from the acceptance of the offer and from the transferring of the Kontron S&T shares, with these especially including the expenses, fees and charges calculated and levied by the banks of securities deposit, are to be borne by the Kontron S&T shareholders themselves. The company recommends the Kontron S&T shareholders' securing of a consultancy on their tax situation that takes into account their respective finances, and which details the taxation-related consequences of their pursuing of this offer. This is to be done on an individual basis and prior to the acceptance of the offer. A contractually-stipulated right of cancellation of the contract taking effect through the acceptance of this offer does not exist. The rules of Germany's Securities Assumption Act (WpÜG) are not to be applied to this offer. Entailed in this are thus also its stipulations on rights of cancellation. 4. APPLICABLE CODE OF LAW AND COURT OF JURISDICTION Solely applicable to this offer and to the contracts taking effect through the acceptance of it and pertaining to the purchasing and transferring of shares is the code of laws of the Federal Republic of Germany. In cases in which a Kontron S&T shareholder is a businessperson, a legal entity under public law, or a special fund under public law, the sole court of jurisdiction is agreed to be the court whose geographic jurisdiction makes it responsible for the headquarters of the company. This court is to decide upon all claims that ensue from this offer, or are due to it, or that result from the acceptance of this offer and entail contracts of shares purchasing and, as well, of the transferring of ownership of same. To the extent authorized by law, the same applies to persons who do not have a generallyapplicable court of jurisdiction in Germany, and to persons who relocate their place of residence or their customary place of dwelling subsequent to the acceptance of this offer, and to persons whose place of residence or customary place of dwelling is not known. Augsburg, November 2017 Kontron S&T AG The Executive Board 5