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Gagfah takeover offer causes change of control for 1.5% convertibles
By Toni Weeks
San Luis Obispo, Calif., Jan. 26 – Gagfah SA gave notice to holders of its 1.5% convertible bonds due May 20, 2019 that a change-of-control event occurred on Jan. 21.
According to a news release, Deutsche Annington Immobilien’s voluntary public takeover offer was accepted for a total of 183,997,924 Gagfah shares, about 85.2% of the currently issued share capital and currently existing voting rights of Gagfah, causing a change of control.
As previously reported, the shares were to be acquired at a price of €122.52 in cash and an additional consideration of five no-par value registered shares of the bidder for each 14 no-par value Gagfah shares tendered.
The takeover offer ended on Jan. 21 and had a minimum acceptance threshold of 57%.
An additional acceptance period was to begin on Jan. 27 and end on Feb. 10, according to a previous announcement.
Because of the change of control, holders of the convertible bonds may either demand the early redemption of their bonds or exercise their conversion rights on the basis of the adjusted conversion price of €12.3057.
Those who wish to convert their bonds needed to do so no later than 10 a.m. ET on Jan. 21.
Holders who wish to put back their bonds need to give notice no less than 10 calendar days prior to the effective date, which is March 9. Any surrendered bonds will be redeemed at par plus accrued interest on March 9, the news release said.
The principal conversion agent is Citibank, NA.
Gagfah said it does not intend to exercise the cash alternative election set forth in the terms and conditions of the bonds.
Luxembourg-based Gagfah is an owner and operator of residential real estate in Germany.
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