Zurich, 26 March 2014 – Conzzeta AG and its majority shareholder Tegula AG are setting the course for the long-term development of the company. The Board of Directors of Conzzeta is proposing to acquire Tegula, which holds 82% of the voting rights and 74% of the share capital. Conzzeta shareholders will vote on this proposal at an Extraordinary General Meeting on June 13, 2014. Within the scope of the acquisition, the Tegula shareholders will be allotted the Conzzeta shares previously held by Tegula; they will also receive new Conzzeta shares to be created as a credit against the cash contribution. The newly created shares will subsequently be offered to public shareholders in proportion to their holding and on identical terms. A majority group from within the circle of Tegula shareholders will continue to assume responsibility for Conzzeta.
As Chairman of the Board of Directors Jacob Schmidheiny explains: “This realignment will enable Conzzeta to orientate itself more toward the stock market, while Tegula’s growing shareholder base will receive tradable Conzzeta shares. The contractually linked group of shareholders is committed to developing the Group with a long-term perspective and can thus offer appropriate support to the Board of Directors and the Chairman designate Ernst Bärtschi.”
The realignment of the shareholder structure of Conzzeta AG will take place in several stages:
Decision in principle on the spin-off and stock market listing of Plazza Immobilien AG
All the nonoperating properties own by Conzzeta are consolidated under Plazza Immobilien AG. The funds arising from the recapitalization will flow primarily into Plazza. The company will use them to finance the “Im Glattgarten” construction project in Wallisellen.
The Board of Directors of Conzzeta AG has also taken a decision in principle to spin off its Plazza subsidiary as an independent company by 2016 and to list it on the stock exchange. The Plazza shares will be allocated to the Conzzeta shareholders. This decision was taken following an evaluation of Conzzeta’s broad portfolio of holdings. It takes account of the difference in character between the real estate business and the industrial activities. Planning for this step is yet to begin. According to an indicative external estimate, the market value of the properties is around CHF 480 million. This estimate must be verified at the time of the spin-off.
Conversion of the bearer shares into registered shares
The Board of Directors has taken the planned capital increase as an opportunity to adapt the company’s securities to recent developments. It is proposing to the Extraordinary General Meeting to convert the present Conzzeta AG bearer shares into registered shares with no restriction on transferability. At the same time, the Conzzeta shares will be issued as book-entry securities and no longer certificated.
¹ The price is based on the volume-weighted average price (VWAP) of the Conzzeta share over a period of 60 days as of March 3, 2014.
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