Spin-off of Nagarro SE from Allgeier SE

The following announcement and the information provided are subject to the explicit proviso that the spin-off will be entered into the commercial register of Nagarro SE at the Local Court of Munich by 15 December 2020 and into the commercial register of Allgeier SE at the Local Court of Munich on 15 December 2020 and thus become effective. 

On the evening of 17 December 2020, with value date

18 December 2020

the allocation of Nagarro SE to Allgeier SE registered shares at a ratio of 1:1 will be automatically booked into Nagarro SE AG bearer partial rights (ISIN DE000A3H23G8) by Clearstream Banking AG¹.

Details of the procedure for the spin-off of Nagarro SE will be published in Wertpapier-Mitteilungen.

Allocation ratio 1:1

This means that one (1) Allgeier SE share (ISIN DE000A2GS633) will receive one (1) Nagarro SE share (ISIN DE000A3H2200).

Note: Due to system requirements, there is a requirement for the interposition of bearer partial rights in the allocation of registered shares, irrespective of the allocation ratio of 1:1.

Involved securities

Exchange of proportional rights into full rights

The exchange of partial rights into full rights and the corresponding redemption (for correction purposes only) are possible from 18 December 2020 to 22 December 2020.

For this purpose, a transfer of securities with TR labels 3 or 4 must be used.

For partial rights not exchanged for full rights by 22 December 2020, CBF will make compulsory settlement on 23 December 2020.

Registration of the shareholders via re-registration

Credit of full rights is into unregistered positions. The shareholders resulting from the assignment of the Nagarro SE registered share (ISIN DE000A3H2200) must be registered in the share register of the company. The depository banks in CASCADE-RS can enter corresponding re-registrations (KVCU) in CASCADE-RS using the re-registration type "2" ("other not from purchase") from 18 December 2020.

Further information on the registration of the shareholders in the share register is available in the "Leitfaden für Banken zur Eingabe von Aktionärsdaten in CASCADE-RS" (available upon request from registeredshares@clearstream.com).

Reimbursement

For re-registrations that are transmitted from 18 December 2020 to 22 December 2020, CBF calculates a discounted price of EUR 0.30 per position. After this time period, CBF customers will be reimbursed accordingly.

Information on submission planning

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

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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.