DGAP-WpÜG: Pflichtangebot

Target company: CHORUS Clean Energy AG; Bidder: Capital Stage AG Dissemination of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a service of EQS Group AG. The bidder is solely responsible for the content of this announcement. --------------------------------------------------------------------------- THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. Publication of the decision to submit a public takeover offer pursuant to § 10 para. 1 in conjunction with §§ 29 para. 1, 34 of the Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) Bidder: Capital Stage AG Große Elbstraße 59 22767 Hamburg Germany Registered in the commercial register of the local court (Amtsgericht) of Hamburg, Germany, under registration number HRB 63197 ISIN: DE0006095003 / WKN: 609500 Target company: CHORUS Clean Energy AG Prof.-Messerschmitt-Straße 3 85579 Neubiberg, Munich Germany Registered in the commercial register of the local court (Amtsgericht) of Munich, Germany, under registration number HRB 213342 ISIN: DE000A12UL56 / WKN: A12UL5 Information on the bidder: SDAX-listed Hamburg-based solar and wind park operator Capital Stage AG ('Capital Stage'; ISIN DE0006095003), decided on May 30, 2016 to offer the shareholders of CHORUS Clean Energy AG, Munich ('CHORUS') to acquire their no-par value bearer shares in CHORUS, each representing a pro rata amount of the registered share capital of EUR 1.00 (the 'CHORUS Shares') by way of a voluntary public takeover offer in the form of an exchange offer (the 'Takeover Offer'). Capital Stage intends, subject to the final determination of a minimum offer price and the final terms set forth in the offer document, to offer the shareholders of CHORUS five (5) new no-par value bearer shares in Capital Stage, each representing a pro rata amount of the registered share capital of EUR 1.00 with dividend rights as of January 1, 2016 (the 'Capital Stage Shares') from the capital increase in kind (the 'Capital Increase') still to be resolved by the General Meeting, in exchange as consideration for every three (3) CHORUS Shares tendered in the context of the Takeover Offer. For the purpose of resolving the Capital Increase, Capital Stage will convene an extraordinary General Meeting at short notice. Capital Stage will appoint one/ multiple exchange trustee(s) who will subscribe the new Capital Stage Shares for the benefit of the CHORUS shareholders that have tendered their CHORUS Shares in the context of the Takeover Offer and transfer their CHORUS Shares to Capital Stage. The Takeover Offer will presumably be made subject to a minimum acceptance threshold of 50% plus one (1) share of the outstanding CHORUS Shares, as well as the registration of the implementation of the Capital Increase and the approval from cartel authorities. Moreover, the Takeover Offer will be made in accordance with the terms and conditions set out in the offer document, which is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Furthermore, insofar as legally permissible, Capital Stage reserves the right to deviate in the final terms of the Takeover Offer from the basic information described herein. On the date hereof, Capital Stage entered into tender commitments with Peter Heidecker, chairman of the supervisory board and largest shareholder of CHORUS, as well as management board members of CHORUS (together referred as the 'Package Shareholders'), who together own approximately 15% of the shares and voting rights of CHORUS. Pursuant to which the Package Shareholders irrevocably undertake to tender their CHORUS Shares in the Takeover Offer. Furthermore, on the date hereof, Capital Stage and CHORUS have entered into a Business Combination Agreement in which both companies have stipulated their current understanding in terms of the execution of the Takeover Offer and the general support by the Management and Supervisory Board of CHORUS. The offer document will be published on the internet following the clearance of the German Federal Financial Supervisory Authority (BaFin) at http://www.capitalstage.com under the heading 'Investor Relations/ Public Takeover offer CHORUS'. Important information: This announcement is neither an offer to exchange nor a solicitation of an offer to exchange CHORUS Shares. Moreover, this announcement is neither an offer to purchase nor a solicitation to purchase any shares of Capital Stage AG. The final terms and further provisions regarding the Takeover Offer will be disclosed in the offer document after its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Capital Stage reserves the right to deviate in the final terms and conditions of the Takeover Offer from the basic information described herein. Investors and holders of CHORUS Shares are strongly recommended to read the offer document and all other documents in connection with the Takeover Offer as soon as they are published because they contain important information. Subject to the exceptions described in the offer document, as well as any exemptions that may be granted by the relevant regulators, a takeover offer will not be made, neither directly nor indirectly, in any jurisdiction where to do so would constitute a violation of the national laws of such jurisdiction. Shares of Capital Stage AG have not been nor will they be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of a state or any other jurisdiction in the USA or any other foreign jurisdiction. Therefore, subject to certain exceptions, shares of Capital Stage AG must not be offered or sold within the USA or any other jurisdiction where to do so would constitute a violation of the national laws of such jurisdiction. There will be no registration of the Capital Stage Shares mentioned in this announcement pursuant to the relevant laws in the USA or any other foreign jurisdiction. To the extent this announcement contains forward-looking statements, also with respect to the Takeover Offer, such statements do not represent facts and are characterised by the words 'will', 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or similar expressions. Such forward-looking statements express the intentions, opinions or current expectations and assumptions of Capital Stage AG and the persons acting in concert with Capital Stage AG. Such forward-looking statements are based on current plans, estimates and forecasts which Capital Stage AG and the persons acting in concert with Capital Stage AG have made to the best of their knowledge, but which do not claim to be correct in the future. Forward- looking statements are subject to risks, uncertainties and changes in the accompanying circumstances that for the most part are difficult to predict and usually cannot be influenced by Capital Stage AG or the persons acting in concert with Capital Stage AG. These expectations and forward-looking statements can prove to be incorrect and the actual events may differ materially from those contained in such forward-looking statements. Capital Stage AG and the persons acting in concert with Capital Stage AG do not assume an obligation to update the forward-looking statements with respect to actual developments, events, basic conditions, assumptions or other factors. This announcement is published in German and as an English translation. In the event of any conflict or inconsistency between the English and the German versions, the German version shall prevail. Hamburg, May 30, 2016 Capital Stage AG The Management Board End of WpÜG announcement The 30.05.2016DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Listed: Capital Stage AG: Regulierter Markt in Frankfurt (Prime Standard), Hamburg; Freiverkehr in Berlin, Düsseldorf, Stuttgart, München, Hannover CHORUS Clean Energy AG: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Stuttgart, München