BUWOG AG - Change in stake of voting rights (32/2014)

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| | POLISH FINANCIAL SUPERVISION AUTHORITY | | | | | | | | | | |
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| | | | | UNI - EN REPORT No | 32 | / | 2014 | | | | |
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| | Date of issue: | 2014-12-30 | | | | | | | | | |
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| | Short name of the issuer | | | | | | | | | | |
| | BUWOG AG | | | | | | | | | | |
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| | Subject | | | | | | | | | | |
| | Change in stake of voting rights | | | | | | | | | | |
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| | Official market - legal basis | | | | | | | | | | |
| | Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne | | | | | | | | | | |
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| | Unofficial market - legal basis | | | | | | | | | | |
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| | Contents of the report: | | | | | | | | | | |
| | Notice according to section 93 para 2 Austrian Stock Exchange Act (BörseG) BUWOG AG: Change in stake of voting rights of IMMOFINANZ AG IMMOFINANZ AG notified on 23 December 2014 pursuant to sections 91 et seq. Austrian Stock Exchange Act a change of the relevant interest of IMMOFINANZ AG (together with controlled undertakings) of voting rights in BUWOG-shares and that reporting thresholds have been crossed. BUWOG AG exercised on 18 December 2014 its right to call the convertible bond due 2019 (ISIN AT0000A17CA5) (effective with 19 January 2015) under the terms and conditions in order to repay the convertible bond. Hence, conversion rights under the convertible bonds due 2019 cannot be exercised and holders of the convertible bonds are not entitled to covert the bonds in BUWOG-shares. Therefore the relevant voting rights from the convertible bond due 2019 are no longer attributed to IMMOFINANZ AG: - As a result the interest of voting rights decreased from 63,187,893 shares / corresponding approx. 63.44%
to 48,807,363 shares / corresponding approx. 49%. On 18 December 2014, the reporting threshold according to section 91 Austrian Stock Exchange Act of 50% has been crossed. The relevant interest of IMMOFINANZ AG (together with controlled undertak-ings) of voting rights of BUWOG-shares is 48,807,363 shares / corresponding approx. 49%. - Further and together with the retransfer of Loan Shares (see below) the relevant interest of voting rights attributable to IMMOFINANZ AG (together with controlled undertakings) accord-ing to section 91a Austrian Stock Exchange Act decreased from 22,664,349 shares / corre-sponding approx. 22.75% to 7,884,697 shares / corresponding approx. 7.92%. On 18 December 2014 the reporting thresholds of 20%, 15% and 10% for attributed voting rights in BUWOG-shares pursuant to section 91a Austrian Stock Exchange Act have been crossed. Regarding the relevant interest of voting rights of IMMOFINANZ AG in BUWOG AG (ISIN AT00BUWOG001) according to sections 91 et seq. Austrian Stock Exchange
Act: 1. The relevant interest of IMMOFINANZ AG (together with controlled undertakings) of vot-ing rights, without the former (potential) interest of voting rights in the convertible bond due 2019, is 48,807,363 shares / corresponding approx. 49%. This interest of voting rights includes (a) shares of BUWOG AG held by IM-MOFINANZ AG (approx. 40.51%), (b) shares of BUWOG AG held by IMBEA IM-MOEAST Beteiligungsverwaltung GmbH (100% subsidiary) (approx. 0.57%), (c) the BUWOG-shares (?Loan Shares?) transferred under the global master securities lending agreements concluded with the underwriting institutions BNP Paribas Arbitrage SNC, Morgan Stanley & Co. International plc and J.P. Morgan Securities plc in connection with the EUR 375,000,000.00 1.5% bonds exchangeable into ordinary bearer shares of BUWOG AG due 2019 issued by IMMOFINANZ AG (ISIN XS1108672988, ?bonds ex-changeable?), the voting rights of the Loan Shares are attributed to IMMOFINANZ AG because of IMMOFINANZ AG`s entitlement to request the retransfer
of the Loan Shares (section 91a para 1 no 1 Austrian Stock Exchange Act) (approx. 2.82%), and (d) those shares of BUWOG AG which IMMOFINANZ AG is entitled and obliged to purchase in case of the repayment of the financing transactions with IM-MOFINANZ shares/BUWOG shares (approx. 5.10%) (section 91a para 1 no 1 Austrian Stock Exchange Act). 2. The relevant interest of voting rights according to sections 91, 92 Austrian Stock Ex-change Act and section 91a Austrian Stock Exchange Act is described below: a) Shareholder/Entity: IMMOFINANZ AG Shares/Type of Instrument: BUWOG AG Ordinary Share (ISIN AT00BUWOG001) Exercise Period/Expiry Date: n.a./n.a. Number of Equivalent Shares (number of shares/%): 40,358,190 shares/approx. 40.51% b) Shareholder/Entity: IMBEA IMMOEAST Beteiligungsverwaltung GmbH (100% subsi-diary of IMMOFINANZ AG) Shares/Type of Instrument: BUWOG AG Ordinary Share (ISIN AT00BUWOG001) Exercise Period/Expiry Date: n.a./n.a. Number of Equivalent Shares (number of shares/%): 564,476 shares/approx.
0.57% c) Shareholder/Entity: IMMOFINANZ AG Shares/Type of Instrument: retransfer right with respect to the Loan Shares pursuant to the securities lending within the scope of the issuance of the bonds exchangeable (sec-tion 91a para 1 no 1 Austrian Stock Exchange Act) Exercise Period/Expiry Date: on the maturity date of the bonds exchangeable (11 Sep-tember 2019) and on delivery dates for BUWOG AG shares in case of redemption of the bonds exchangeable by way of share delivery (share redemption). Number of Equivalent Shares (number of shares/%): 2,804,410 shares/approx. 2.82% d) Shareholder/Entity: IMMOFINANZ AG Shares/Types of Instrument: financing transaction with IMMOFINANZ AG shares/BUWOG AG shares combined with the right/obligation to purchase BUWOG AG shares (ISIN AT00BUWOG001) upon redemption of the financing transaction (sec 91a para 1 no 1 Austrian Stock Exchange Act). Exercise Period/Expiry Date: ongoing/25 March 2015 Number of Equivalent Shares (number of shares/%): 5,080,287 shares/approx. 5.10% |
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| | Annexes | | | | | | | | | | |
| | File | Description | | | | | | | | | |
| | 2014 11 03 change in stake of voting rights_IFAG.pdf | changein stake of voting rights | | | | | | | | | |
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REPORT
INFORMATION ABOUT THE ENTITY
SIGNATURE OF PERSONS REPRESENTING THE COMPANY

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| | | BUWOG AG | | | | | | | | | | | |
| | | (fullname of the issuer) | | | | | | | | | | | |
| | | BUWOG AG | | | | | | | | | | | |
| | | (short name of the issuer) | | (sector according to clasification of the WSE in Warsow) | | | | | | | | | |
| | | 1130 | | Wiedeń | | | | | | | | | |
| | | (post code) | | (city) | | | | | | | | | |
| | | Hietzinger Kai | | 131 | | | | | | | | | |
| | | (street) | | (number) | | | | | | | | | |
| | | +43 1 87 828 12 05 | | +43 1 87 828 52 05 | | | | | | | | | |
| | | (phone number) | | | (fax) | | | | | | | | |
| | | investor@buwog.com | | www.buwog.com | | | | | | | | | |
| | | (e-mail) | | | (web site) | | | | | | | | |
| | | ATU68290645 | | | | | | | | | | | |
| | | (NIP)
| | | (REGON) | | | | | | | | |
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REPORT
INFORMATION ABOUT THE ENTITY
SIGNATURE OF PERSONS REPRESENTING THE COMPANY

REPORT
INFORMATION ABOUT THE ENTITY
SIGNATURE OF PERSONS REPRESENTING THE COMPANY