CPI Property Group (CPIPG) is asking S Immo’s shareholders to remove a voting cap which, if abolished, would give it a ‘dominating influence’ over the company and pave the way for a takeover of the CE property firm.
CPIPG has been building up a 16% stake in S Immo since last December and indirectly controls a 26.5% stake in the company through its 55% stake in Immofinanz, another S Immo shareholder (conversely, S Immo owns 12.69% share in Immofinanz).
However, S Immo’s articles of incorporation include an unusual voting cap feature which limits the voting rights of shareholders to 15%, regardless of their actual shareholding.
As such, CPIPG has requested the management and supervisory boards of S Immo to convene an extraordinary general meeting (EGM) to resolve on the abolishment of the 15% voting cap.
If the resolution to abolish the voting cap is approved, CPIPG will obtain a controlling interest in S Immo and the group intends to file a mandatory takeover offer for all S Immo outstanding shares in case this happens.
The final offer price will be set and publicly communicated one week prior to the EGM at a minimum of €22 per share cum dividend. The operation is expected to complete before year-end.
Martin Nemecek, CEO of CPIPG said: ‘The strategy announced today is another logical step forward in the Group’s evolution from a regional leader into a European real estate champion.’
CPIPG, whose leverate stood at 36% at year-end 2021, plans to fund the takeover through a disposal programme as well as the issuance of hybrid bonds and/or common equity. In relation to the offer, CPIPG has also signed a €1.25 bn bridge loan facility from Banco Santander, Bank of China, Barclays Bank, Credit Suisse, Goldman Sachs Bank, Raiffeisen Bank International, Société Générale, Komerc?ni´ Banka, UniCredit Bank Austria, and UniCredit Bank Czech Republic and Slovakia.
The move comes after CPIPG tabled a €21.20 offer to Immofinanz shareholders for all outstanding shares in the firm, a bid which Immofinanz described as 'too low'. S Immo had said in the past that it would not sell its Immofinanz stake to CPIPG, and was pursuing the takeover of Immofinanz independently.
