|POLISH FINANCIAL SUPERVISION AUTHORITY|
|UNI - EN REPORT No||12||/||2017|
|Date of issue:||2017-10-02|
|Short name of the issuer|
|Update on structural measures including the delisting of the Company|
|Official market - legal basis|
|Unofficial market - legal basis|
|Contents of the report:|
Current report no. 12/2017 dated 02 October 2017
Subject: Update on structural measures including the delisting of the Company
Legal basis: Article 17.1 of Market Abuse Regulation
The Executive Board of UNIWHEELS AG (the “Company”) hereby informs that today the Company was informed by its majority shareholder Superior Industries Germany AG (“Superior”) that while Superior has confirmed its intent to proceed with implementing a domination and profit and loss transfer agreement pursuant to Section 291 German Stock Corporation Law (AktG), as announced by the Company in its Current Report 06/2017 dated 8 June 2017, Superior no longer wants to pursue the acquisition of the free float of the Company by merging the Company into Superior and squeezing out minority shareholders pursuant to Section 62 para 1 and 5 of the German Transformation Act (Umwandlungsgesetz) in connection with Section 327a et seq. AktG.
As envisaged, the Company expects to conclude the negotiations with Superior with respect to the domination and profit and loss transfer agreement shortly and, subsequently, to convene an extraordinary shareholders’ meeting later this year to adopt resolutions required for the implementation of the profit and loss transfer agreement.
Minority shareholders may choose to exit the Company under the domination and profit and loss transfer agreement against adequate compensation pursuant to Sec. 305 AktG. Alternatively, the domination and profit and loss transfer agreement must provide for an adequate fixed dividend. The amounts of compensation and the fixed dividend under the domination and profit and loss transfer agreement must be determined based on a valuation of the Company prepared by PricewaterhouseCoopers GmbH Wirtschaftsprüfungs-gesellschaft, Frankfurt am Main, which will be audited by Warth & Klein Grant Thornton AG Wirtschaftsprüfungsgesellschaft. The domination and profit and loss transfer agreement will only become effective upon registration in the commercial register. Further information on the domination and profit and loss transfer agreement and the related steps will be published by the Company in connection with the extraordinary shareholders’ meeting resolving on the domination and profit and loss transfer agreement.
As resolved by the Company’s shareholders’ meeting on 1 August 2017, the Company’s Management Board still intends to apply for the delisting of the Company’s shares from the Warsaw Stock Exchange by no later than 1 February 2019.
On behalf of UNIWHEELS AG:
Head of Investor Relations and Group PR
67098 Bad Dürkheim
Main Market (Rynek Glówny) of Warsaw Stock Exchange
|(fullname of the issuer)|
|(short name of the issuer)|| (sector according to clasification
of the WSE in Warsow)
|+49 0 63 22 9899 6209||+49 0 63 22 9484 481|
|SIGNATURE OF PERSONS REPRESENTING THE COMPANY|
|Date||Name||Position / Function||Signature|
|2017-10-02||Michael Czopp||Executivie Assistent CFF||MC|