Announcement

Merger of Vonovia SE with Gagfah S.A. as the ceasing company

Registered Shares | Germany

Reference

Code
RS17145
Service level
CEU Legacy
Last Updated
04.07.2017

On the evening of 5 July 2017 for value date 6 July 2017, the shares of Gagfah S.A. (LU0269583422) will be at a ratio of one Gagfah S.A. share removed and in return 0.57 shares Vonovia SE holder proportional rights (Gagfah) (DE000A2GS4R1) assigned.

The following describes the respective processing steps and timeline.

Re-registration stop from 4 July 2017

Starting from 4 July 2017, to create and forward re-registration and initial registration instructions in CASCADE-RS for the shares in Gagfah S.A. (LU0269583422) will no longer be possible. The system will automatically delete re-registration or initial registration instructions that are pending in CASCADE-RS during this period.

Removal of registered shares from the books

On 30 June 2017 and in preparation for the removal, Clearstream Banking1 automatically transferred the registered positions in Gagfah S.A. (LU0269583422) registered shares to the unregistered positions of the respective bank via position transfer.

Entry of share fractions

The Vonovia SE shares will be transferred to the banks at a rate of 1:0.57 with value date 6 July 2017. This means that banks will receive 0.57 Vonovia SE holder proportional rights (Gagfah) (DE000A2GS4R1) for every Gagfah S.A. (LU0269583422).

Exchange of share fractions into original shares

Subject to the commercial register entry and the admission of the new Vonovia SE registered shares for trading on the regulated market, presumably as of 17 July 2017 Vonovia SE holder proportional rights (Gagfah) (DE000A2GS4R1) can be exchanged into Vonovia SE registered shares (DE000A1ML7J1). For this purpose, customer should use the transaction KVEE WE (securities transfer) with the fractional rights indicator TR 3 in CASCADE:

Indicator 3: Exchange of share fractions into original shares

This function is expected to be available until 28 July 2017 inclusive.

Stock exchange trades, CCP and OTC transactions

Stock exchange and CCP transactions still pending on the evening of 5 July 2017 will be converted automatically, that is, the class of Gagfah S.A. (LU0269583422) is converted to Vonovia SE holder proportional rights (Gagfah) (DE000A2GS4R1), adjusting the nominal value at a rate of 1:0.57.

CASCADE OTC transactions will not be converted automatically.

Registration of shareholders via re-registration

After the implement the merger, the custodian banks must enter the new shareholders of Vonovia SE registered shares (DE000A1ML7J1) in the company's share register via re-registration. This will be possible starting from 17 July 2017. The nominal value after the merger must be used.

Note for LIMA users

Due to the processing capacities in CASCADE-RS, submissions amounting to 10,000 re-registrations or more per transfer must be agreed in advance with Client Services. Clearstream Banking reserves the right to reject file transfers that have not been agreed upon within the scope of overall coordination.

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1. This Announcement is published by Clearstream Banking AG (CBF), registered office at Mergenthalerallee 61, 65760 Eschborn, Germany, registered with the Commercial Register of the District Court in Frankfurt am Main, Germany, under number HRB 7500.