AURELIUS Equity Opportunities announces public buyback offer for shareholders

AURELIUS Equity Opportunities announces public buyback offer for shareholders

AURELIUS Equity Opportunities SE & Co. KGaA (ISIN DE000A0JK2A8, the “company”) had resolved to change its exchange listing segment in January 2023. The personally liable partner of AURELIUS Equity Opportunities SE & Co. KGaA has decided, with the consent of the company’s Supervisory Board, to make a public share purchase offer for up to 6.6 million of the company’s shares to its shareholders, based on the resolution of the company’s General Meeting of Shareholders on September 20, 2023.

The defined purchase price range of EUR 15.36 to EUR 15.26 is at the maximum permissible upper end of the offer price range. The upper limit is the maximum possible buyback price per share, in accordance with the resolution of the General Meeting of Shareholders on September 20, 2023. The final purchase price per share within the offer price range will be determined by the company after the expiration of the acceptance period on the basis of the declared acceptances and with due regard to the requirements of the resolution of the General Meeting of Shareholders on September 20, 2023. The maximum amount of this public share purchase offer is EUR 80 million.

The acceptance period of the public share purchase offer, which originally ran until 13 February 2024, 24:00 (CET), has been extended by two weeks, i.e. up to and including 27 February 2024, 24:00 (CET).
This results in the changes that can be seen in the marked Offer Letter, which can be downloaded here. In all other respects, the public share purchase offer remains unchanged and the provisions of the Offer Letter dated 17 January 2024 apply.

The buyback offer gives the company’s shareholders a chance to liquidate their investment. The authorization granted by the General Meeting of Shareholders enables the company’s management to offer a premium equal to no more than 10% of the average trading price over the last five days (based on daily closing prices). The current offer range makes full use of this framework. Moreover, the upper limit of the offer range is well above the current market price.

If the total number of the company’s shares for which the offer has been accepted exceeds the number of shares to be purchased according to the authorization, the acceptances will be considered proportionally.

In accordance with the resolution of the General Meeting of Shareholders, the company will retire all purchased shares. The retirement of shares will not entail a capital decrease.

Overview of the share buyback program 2024:
Steps to take if you want to participate

The following explanations are meant to assist you in the process of accepting the buyback offer. Only the Terms and Conditions of the Public Share Purchase Offer are binding.

1. How can I accept the AURELIUS Equity Opportunities share purchase offer?

A form for tendering your shares should be sent to you by your custodian bank.
Please note that you can only accept the offer during the acceptance period and only by submitting a written declaration to your custodian bank, using the form sent to you for that purpose.
The acceptance period will begin on 17 January 2024 (00:00 CET) and will end, subject to a possible extension, on 13 February 2024 (24:00 CET). You can find additional information in the FAQs.

2. The following alternatives are available to you for accepting the buyback offer:
  • a) Tender all of your AURELIUS shares
    You can tender all your AURELIUS shares at the Final Purchase Price. This is the purchase price to be set by the company in consultation with the Central Settlement Agent.
    You can tender all your AURELIUS shares either at the higher or the lower of the two purchase prices to be set by the company, as you choose.
    If you tender your AURELIUS shares at the lower purchase price, you agree to sell them if the Final Purchase Price is at least equal to or higher than this purchase price.
    If you tender your AURELIUS shares at the higher purchase price and if the Final Purchase Price is lower than that, you do not agree to accept the offer.
  • b) Tender only some of your AURELIUS shares
    Alternatively, you can tender only a certain number of your AURELIUS shares for sale, that number being determined by you.
    Also in this case, you can choose whether you want to:
    • Tender some of your AURELIUS shares by acceptance at the Final Purchase Price,
    • Tender some of your AURELIUS shares at the higher purchase price, and/or some of them at the lower purchase price set by the company.
    If you tender some of your AURELIUS shares at the lower purchase price, you agree to sell them if the Final Purchase Price is at least equal to or higher than this purchase price.
    If you tender some of your AURELIUS shares at the higher purchase price and if the Final Purchase Price is lower than that, you do not agree to accept the offer.
3. Will the full amount of my offer be considered in any case?

If the total number of AURELIUS shares for which the buyback offer has been accepted is higher than the Final Number of Shares, all acceptances will be considered proportionally.
Please keep in mind that the offer is limited to the purchase of up to 6,600,000 AURELIUS shares, which is the Maximum Offer Volume, and to the use of an amount of up to EUR 80,000,000.00.

AURELIUS Equity Opportunities SE & Co. KGaA
Share buyback offer 2024

The following questions and answers are only meant to explain the buyback in easy-to-understand terms. Only the Terms and Conditions of the Public Share Purchase Offer are binding.

Purchase price for the buyback offer

1.) How was the price range set for the buyback?

The upper end of the price range is the maximum possible premium on the average share price over the last five trading days before the public announcement of the offer. This premium is 10%, in line with the resolution of the General Meeting of Shareholders on September 20, 2023. Thus, the current offer range makes full use of this framework.

2.) Why is a price range being used instead of a fixed price?

According to the resolution of the 2023 General Meeting of Shareholders, an adjustment of the purchase price range is possible in the event of share price changes that are not merely insignificant.

3.) When and how will the Final Purchase Price be determined?

After the expiration of the offer period and any possible extension (if a subsequent improvement is made to the purchase price range during the acceptance period), each shareholder who tendered shares will automatically receive the Final Purchase Price. Therefore, the Final Purchase Price will be the same for all tendered shares, even if shareholders had originally offered their shares at a lower price. This means that an early tender will not be disadvantageous for the shareholder if the purchase price range is improved at a later time within the offer period.

Subsequent increase in the purchase price range

1.) When and under what circumstances can it be decided to increase the purchase price range?

In the event of share price changes that are not merely insignificant, this decision will be taken at the company’s discretion at any time during the offer period.

2.) How will the new purchase price range be calculated?

Here too, a premium of up to 10% of the 5-day average price before the public announcement of such an increase is possible.

3.) How will an increase in the purchase price range affect an acceptance I have already declared?

If you have already accepted the offer, your acceptance will still be valid, provided that the Final Purchase Price is equal to or higher than the price at which you accepted the offer. Thus, an early tender of shares would not be disadvantageous for you if the purchase price range is improved at a later time within the offer period.

Offer period

1.) When and under what circumstances can it be decided to extend the offer period?

This would be decided at the company’s discretion. It is customary to extend the original offer period if the purchase price range is increased.

2.) Who will decide on a possible extension?

The personally liable partner, with the consent of the Supervisory Board.

3.) Is there a maximum limit on any such extension?

Generally speaking, the authorization granted by the General Meeting of Shareholders on September 20, 2023 allows for one or more share buyback programs to be conducted in the time until December 20, 2024, under which an amount of up to EUR 80 million can be used to buy back up to 6.6 million no-par value shares for retirement.
Specifically, the current offer is for a period of 4 weeks. There may also be a customary extension if the purchase price range is increased.