DGAP-News: IMMOFINANZ AG: Dividend ex-date and preliminary agenda of the 18th ordinary shareholders' meeting
(firmenpresse) - DGAP-News: IMMOFINANZ AG / Key word(s): AGM/EGM/Dividend
IMMOFINANZ AG: Dividend ex-date and preliminary agenda of the 18th
ordinary shareholders' meeting
12.08.2011 / 19:27
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Corporate News
Vienna, 12th August 2011
IMMOFINANZ AG: Dividend ex-date and preliminary agenda of the 18th ordinary
shareholders' meeting
The 18th ordinary shareholders' meeting of IMMOFINANZ AG (the 'Company')
may resolve upon a dividend distribution (EUR 0.10 per share) by the
Company.
Dividend ex-date
The Company announces that for this planned dividend distribution the
dividend ex-date has been determined to be Friday, 30 September 2011
('ex-date'). As of the ex-date the shares of the Company (ISIN AT
0000809058) will be traded on the Vienna Stock Exchange ex dividend for the
financial year 2010/11.
As payment date for the dividend distribution Wednesday, 5 October 2011,
shall be resolved upon.
Adjustment of the conversion prices for convertible bonds
Currently the following convertible bonds ('CB') issued by the Company are
outstanding: CB 2007-2014 (ISIN XS0283649977), CB 2007-2017 (ISIN
XS0332046043), CB 2009-2011 (ISIN XS0592528870), und CB 2011-2018 (ISIN
XS0592528870) (together the 'Convertible Bonds').
The terms and conditions of the Convertible Bonds provides for an
adjustment of the conversion price in the event the Company distributes a
cash dividend. The adjusted conversion price is applicable for conversions
with conversion date falling on or after the respective ex-date.
In case of conversions of Convertible Bonds with conversion dates as from 3
October 2011 (after the ex-date and after the end of the excluded period
upon the shareholders' meeting) IMMOFINANZ-shares (ISIN AT0000809058)
without dividend entitlement for the financial year 2010/11 will be
delivered as settlement shares. With respect to such conversions the number
of settlement shares to be delivered upon conversion will be determined
according to the adjusted conversion price pursuant to the planned dividend
distribution.
For conversions of Convertible Bonds with conversion dates falling prior to
the respective excluded periods pursuant to the shareholders' meeting
settlement shares (ISIN AT0000809058) with dividend entitlement for the
financial year 2010/11 will be issued and delivered.
Conversions of convertible bonds 2009-2011
The latest possible conversion date for conversions of convertible bonds
2009-2011 (ISIN XS0592528870) ('CB 2011') falls on 6 October 2011. The
Company announced on 21 April 2011 that validly exercised conversion rights
of the CB 2011 will be fulfilled by delivery of shares of IMMOFINANZ AG
(ISIN AT0000809058) according to the terms and conditions of the CB 2011.
In order to receive settlement shares with dividend entitlement for the
financial year 2010/11 pursuant to the conversion of the CB 2011 the
conversion right must be exercised with a conversion date falling on 16
September 2011 at the latest.
With respect to conversion dates between 3 October 2011 and 6 October 2011
(i) IMMOFINANZ-shares (ISIN AT0000809058) without dividend entitlement for
the financial year 2010/11 will be delivered and (ii) the adjusted
conversion price pursuant to the planned dividend distribution will be
applicable.
Preliminary agenda for the 18th ordinary shareholders' meeting
The shareholders' meeting of IMMOFINANZ AG will take place on 28 September
2011 in the Austria Center Vienna. The Company publishes the following
preliminary agenda for the 18th ordinary shareholders' meeting. The final
agenda will be published together with the convocation of the shareholders'
meeting on or about 31 August 2011.
Please note the following information with respect to the preliminary
agenda:
IMMOFINANZ Group intends to use this overview and annotations on the
envisaged agenda for advance information on the 18th ordinary shareholders'
meeting on 28 September 2011. This is a short version of the agenda for the
shareholders' meeting as it is currently planned. The final agenda may
deviate from this version.
Please note that this information is a general guideline only and thus not
legally binding and does not constitute exhaustive and comprehensive
information or advice in relation to all aspects of the agenda or the
shareholders' meeting. Only the documents published by IMMOFINANZ AG in
relation to the shareholders' meeting according to stock corporation and
stock exchange law as applicable in Austria are of binding effect for
IMMOFINANZ AG.
IMMOFINANZ AG
18th Ordinary Shareholders' Meeting
28 September 2011
Preliminary Agenda
with Annotations
Item 1 of the agenda:
Presentation of the adopted annual financial statements including the
management report, the corporate governance report, the consolidated
financial statements including the group management report, the proposal by
the executive board and the supervisory board for the appropriation of the
net income and the report of the supervisory board on the business year
2010/2011.
Annotation:
Under this item the executive board will comment on the company's
performance in the business year 2010/2011 and answer corresponding
questions.
For this agenda item no resolution is required.
Item 2 of the agenda:
Resolution on the appropriation of the net income stated in the financial
statements for the business year 2010/2011.
Annotation:
It is envisaged to propose the resolution to distribute a dividend of EUR
0.10 per share.
Item 3 of the agenda:
Resolution on the approval of the actions of the members of the executive
board for the business year 2010/2011.
Annotation:
During the business year 2010/11 Eduard Zehetner, Daniel Riedl, Manfred
Wiltschnigg, and until 31 August 2010 also Michael Wurzinger, belonged to
the executive board. Under this item the shareholders' meeting resolves on
the discharge of these members of the executive board for the business year
2010/2011.
Item 4 of the agenda:
Resolution on the approval of the actions of the members of the supervisory
board for the business year 2010/2011.
Annotation:
In the business year 2010/11 the following persons belonged to the
supervisory board of IMMOFINANZ AG: Herbert Kofler, chairman of the
supervisory board, Michael Knap, vice chairman, Christian Böhm, Vitus
Eckert, Rudolf Fries, Klaus Hübner, Guido Schmidt-Chiari and Nick. J. M.
van Ommen. Under this item the shareholders' meeting resolves on the
discharge of these members of the supervisory board for the business year
2010/2011.
Item 5 of the agenda:
Resolution on the remuneration of the supervisory board members for the
business year 2010/2011.
Annotation:
It is intended to propose to the shareholders' meeting a total remuneration
of the supervisory board members in the amount of EUR 273,350.00
collectively for the business year 2010/2011.
Item 6 of the agenda:
Election of the auditor for the individual and consolidated financial
statements for the business year 2011/2012.
Annotation:
It is intended to propose to the shareholders' meeting to resolve on the
election of Deloitte Audit Wirtschaftsprüfungs GmbH as auditor for the
individual and consolidated financial statements for the business year
2011/2012.
Item 7 of the agenda:
Election of four members for the supervisory board.
Annotation:
The term of office of the supervisory board members Michael Knap, Vitus
Eckert, Rudolf Fries and Nick. J. M. van Ommen expires at the end of this
shareholders' meeting. It is intended to propose a resolution to renew
their supervisory board mandates.
Item 8 of the agenda:
Resolution to cancel the right to appoint supervisory board members
combined with the registered shares of the company with the numbers 1 to 6;
conversion of these registered shares into bearer shares and related
amendments to the Articles of Association.
Annotation:
The shares of IMMOFINANZ AG with the numbers 1 to 6 are registered shares
and are held by Aviso Zeta AG (former Constantia Privatbank
Aktiengesellschaft). Each of the six registered shares carries the right to
appoint one member each of the supervisory board of IMMOFINANZ AG.
In the course of the agreements on the so-called 'IBAG-Bond' IMMOFINANZ AG
acquired all shares of Aviso Zeta AG in December 2010. In the respective
share purchase agreement a cancellation of the rights carried by the
registered shares to appoint supervisory board members is provided for.
The cancellation of the right to appoint supervisory board members
constitutes an amendment to the Articles of Association which needs to be
resolved upon by the shareholders' meeting. In the future only the
shareholders' meeting shall be able to appoint supervisory board members.
Item 9 of the agenda:
Resolution on the approval to combine the 4.25% convertible bonds 2011-2018
(ISIN XS0592528870) in the nominal amount of EUR 515,122,331.04, issued by
the company subject to shareholders' subscription rights, with conversion
rights into initially up to 104,421,677 new non par value bearer shares of
the company; and the related conditional increase of capital according to
section 159 para 2 item 1 of the Austrian Stock Corporation Act.
Annotation:
On 08 March 2011 the company issued the 4.25% convertible bonds 2011-2018
(ISIN XS0592528870) (hereinafter 'CB 2018') in the total nominal amount of
EUR 515,122,331.04 with conversion rights into initially up to 125,029,692
non par value bearer shares of the company. This issuance was carried out
with shareholders' subscription rights. Currently the CB 2018 may be
converted into up to 20,608,015 new shares to be derived from existing
conditional capital and up to 104,421,677 into treasury shares.
These underlying using treasury shares shall be replaced by new shares to
be derived from conditional capital. Thus, it is intended for the
shareholders' meeting to resolve upon to combine the CB 2018 with
conversion rights into up to 104,421,677 new no-par-value bearer shares to
be derived from conditional capital.
Currently the CB 2018 can be converted into existing treasury shares held
by IMMOFINANZ Group. The proposed measure shall enable the company to
fulfil the conversion rights of the holders of CB 2018 also with new shares
in order to release the shares to enable the company to use these treasury
shares for capital measures, for instance to redeem these shares in order
to carry out potential new share repurchase programs.
Item 10 of the agenda:
Resolution on the authorisation of the executive board to issue, subject to
the approval of the supervisory board, convertible bonds with conversion
rights or subscription rights in respect of up to c. 20% of the share
capital of the company, with or without exclusion of shareholders'
subscription rights and the corresponding share capital increase pursuant
to section 159 para 2 item 1 of the Austrian Stock Corporation Act.
Annotation:
It is intended to propose to the shareholders' meeting to resolve on an
authorisation of the executive board for the issuance of new convertible
bonds with conversion rights or subscription rights for up to c. 20% of the
share capital of the company. The proposed resolution constitutes an
authorization of the executive board. An execution of such authorization
requires an approval by the supervisory board as well.
Convertible bonds are debt instruments combined with conversion rights
(conversion or subscription rights) into shares of the company.
Convertible bonds serve financing needs of the company. In general, the
financing through convertible bonds is more attractive (in particular lower
interest rates) for the company than other instruments of debt financing
(for instance bonds or bank loans), because holder of convertible bonds
also have conversion rights into shares of the company.
In order to fulfil these conversion rights by using new shares a
corresponding increase in share capital up to c. 20% of the share capital
shall be resolved. Such capital increase will be carried out only when and
to the extent the company issues new shares upon conversion of convertible
bonds.
In general shareholders have subscription right for convertible bonds
(similar as with respect of shares in case of a capital increase). The
proposed authorization also authorises the executive board, with the
consent of the supervisory board, to exclude shareholders' subscription
rights in order to issue convertible bonds to new investors if needed. In
such case a dilution of existing shareholders will be avoided by at market
pricing of the convertible bonds.
The authorization to issue convertible bonds enables the company to act
flexibly on the capital market. Such flexibility is additionally increased
through the option to exclude shareholders' subscription rights and to
offer the convertible bonds to new investors.
Item 11 of the agenda:
Treasury shares
Report of the executive board in relation to treasury shares pursuant to
section 65 para 3 Austrian Stock Corporation Act and resolution on:
a- revocation of the last authorization of the shareholders' meetings to
purchase treasury shares and at the same time authorization of the
executive board for a period of 30 months to (also repeatedly) purchase
treasury shares up to the maximum statutory amount pursuant to section
65 para 1 item 8 of the Austrian Stock Corporation Act;
b- at the same time authorizing the executive board for 5 years from the
date of the resolution, subject to the approval of the supervisory
board, to resolve on a mode of sale of treasury shares other than via
the stock exchange or via a public offering, also excluding the general
opportunity to buy (exclusion of subscription rights) for any
admissible statutory purpose;
c- at the same time authorizing the executive board to redeem treasury
shares without further involvement of the shareholders' meeting, with
the consent of the supervisory board and authorizing the supervisory
board to resolve on amendments to the Articles of Association resulting
from the redemption of treasury shares.
Annotation:
First, the executive board will report to the shareholders' meeting on the
stock of treasury shares, on the reasons, the purpose and the mode of
purchase as well as on a potential sale of treasury shares by the company.
Under this agenda item it is planned to propose to the shareholders'
meeting to resolve on the renewal of existing authorizations in relation to
treasury shares and to again (i) authorize the executive board for a period
of 30 months to purchase treasury shares up to 10% of the share capital and
(ii) authorize the executive board, with the consent of the supervisory
board, to sell treasury shares other than via the stock exchange or via a
public offering and also exclude the general opportunity to buy (exclusion
of subscription rights). In addition a resolution is planned to authorize
the executive board to redeem treasury shares.
Based on these authorizations the company may carry out potential further
share repurchase programs. In addition the company may use treasury shares
in order to fulfil conversion rights of convertible bonds. Treasury shares
may also be used as 'acquisition currency' by granting treasury shares
instead of cash as consideration in return for the transfer of assets to
the company. The redemption of repurchased treasury shares is also an
option. Through such redemption the number of shares outstanding can be
reduced and thus the net asset value per share can be increased.
In particular to be able to use treasury shares as 'acquisition currency'
or to fulfil conversion rights of convertible bonds it is necessary that
the shareholders' meeting authorizes the executive board to exclude the
shareholders' general opportunity to buy (exclusion of subscription
rights).
CONTACT:
Simone Korbelius
Investor Relations
IMMOFINANZ AG
A-1100 Wien, Wienerbergstraße 11
Tel.: +43 (0) 5 7111 - 2291
investor(at)immofinanz.com
www.immofinanz.com
PRESS CONTACT:
Sandra Bauer
Head of Corporate Communictions / Press Spokesperson
IMMOFINANZ AG
A-1100 Wien, Wienerbergstraße 11
Tel.: +43 (0)5 7111 - 2292
M.: +43 (0)699 1685 7292
s.bauer(at)immofinanz.com
www.immofinanz.com
End of Corporate News
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12.08.2011 Dissemination of a Corporate News, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
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Language: English
Company: IMMOFINANZ AG
Wienerbergstraße 11
1100 Wien
Austria
Phone: +43 (0) 5 7111 - 2291
Fax: +43 (0) 5 7111 - 8291
E-mail: investor(at)immofinanz.com
Internet: http://www.immofinanz.com
ISIN: AT0000809058
WKN: 911064
Listed: Freiverkehr in Berlin, München, Stuttgart; Open Market in
Frankfurt; Wien (Amtlicher Handel / Official Market)
End of News DGAP News-Service
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