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95% for rights that have arisen or will arise until 31 December 2014,
and 97% for rights that will arise thereafter until 31 December 2017.
The shares indirectly or directly owned by the controlling shall be
taken into consideration for the calculation of voting rights. Voting
privileges or the voting rights of usufruct and purchase right holders
shall not be taken into consideration. In this respect, the Communiqué
differs from the Former Communiqué, pursuant to which voting privi-
leges which are applicable to all votes of the general assembly would
also be taken into account for calculating voting right percentages.
Exercise of the Squeeze-out and Sell-out Rights
Contrary to the Former Communiqué, the Communiqué regulates
the squeeze-out and the sell-out right under the same provision.
The controlling shareholder holding at least 98% of the votes or
making additional share purchases while already having reached this
threshold is obliged to make a public declaration. The remaining
minority shareholders may exercise their sell-out rights within a three
month period starting as of the relevant public declaration. This right
shall lapse and may not be exercised once the three month period has
expired. Even if the controlling shareholder does not continue to hold
its controlling position (based on the threshold determined by the
CMB) for the duration of the three month period, the sell-out right may
be exercised until the lapse of this period. The controlling shareholder
must refrain from additional share purchases during this three month
period, other than purchases as a result of the exercise of a sell-out
right.
The sell-out right may be exercised for all, and not less than all,
shares (whether privileged or not) of the relevant shareholder. The
shareholder shall notify the company in writing of its request to exer-
cise its sell-out right. The board of directors of the company shall con-
firm the shareholding status of the applicant, and procure the prepara-
tion of a valuation report revealing the purchase price for the minority
shares within one month following the sell-out application. The com-
pany must, within this one month period and in any event within three
business days following the public declaration of the valuation report,
notify the controlling shareholder that a sell-out right is exercised.
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NEWSLETTER 2014