Approval Of Delisting Of Goldbach Group-Shares And Exemption From Obligations For Maintaining Listing
Kusnacht, 11 October 2018
In connection with the takeover of Goldbach Group AG by Tamedia AG, Goldbach Group AG, with ad hoc-notification dated 19 September 2018, informed about the resolution of its Board of Directors regarding the delisting of the Goldbach Group-Shares listed on SIX Swiss Exchange (Swiss Reporting Standard, registration number 487094, ISIN CH0004870942, ticker symbol: GBMN). On 24 September 2018, Goldbach Group AG filed a respective application with SIX Exchange Regulation as well as an application for an exemption from several obligations for maintaining its listing.
With decision dated 10 October 2018, SIX Exchange Regulation approved the application regarding the exemption from obligations for maintaining listing and granted Goldbach Group AG several temporary exemptions, which will come into force as of the release of this ad hoc-notification. The content and duration of the exemptions granted are contained in the following part of the decision by SIX Exchange Regulation which has been reproduced verbatim (unofficial English translation).
Sections I through III of the decision of SIX Exchange Regulation read as follows:
I. Goldbach Group AG (issuer), Kusnacht, Canton Zurich, is granted - subject to section III - until the expiration of the validity of the Best Price Rule according to article 10 para. 1 of the Ordinance of the Swiss Takeover Board on Public Takeover Offers of 21 August 2008 (Takeover Ordinance, TOO) in the context of the public tender offer of Tamedia AG (Tamedia) headquartered in Zurich, for all publicly held and outstanding registered shares of the issuer (Best Price Rule), that is up to and including 11 October 2018, an exemption from the following obligations with a view to the de-listing:
a. Publication of ad hoc notices (article 53 LR in conjunction with the Directive on Ad hoc Publicity [DAH]), except for the publication of an ad hoc notice to communicate the date of de-listing of the registered shares of the issuer, as soon as such date has been determined;
b. Disclosure of management transactions (article 56 LR);
c. Maintaining of a corporate calendar (article 52 LR);
d. Compliance with the following regular reporting obligations (article
55 LR in conjunction with article 9 of the Directive on Regular Reporting Obligations [DRRO]):
- para. 1.05 (change of external auditors)
- para. 1.06 (change of balance sheet date)
- para. 1.08 (4) (changes of the weblink to the corporate calendar)
- para. 1.08 (5) (changes of the weblink to the annual and semi-annual reports)
- para. 3.05 (resolutions on opting out/opting up)
- para. 3.06 (changes in connection with restrictions on transferability)
- para. 5.02 (notification of the conditional capital).
II. The exemption pursuant to section I is effective with the publication of the ad hoc notice in accordance with section VI.
III. Following the expiration of the validity of the Best Price Rule on 11 October 2018, the issuer will be exempt from the obligations according to section I until 28 February 2019, provided and to the extent that none of the following events occurred until 11 October 2018 or occurs until 28 February 2019:
a. participation of a minority shareholder or several minority shareholders in the proceedings regarding the cancellation of the registered shares of the issuer pursuant to article 137 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (Financial Market Infrastructure Act, FMIA) before the Commercial Court of the Canton of Zurich;
b. withdrawal of the claim regarding the cancellation of the registered shares of the issuer before the Commercial Court of the Canton of Zurich by the claimant, Tamedia AG, Zurich, Canton Zurich, or by a legal successor;
c. dismissal of the claim regarding the cancellation of the registered shares of the issuer by the Commercial Court of the Canton of Zurich;
d. appeal of the judgement of the Commercial Court of the Canton of Zurich regarding the cancellation of the registered shares of the issuer.
Should one of the events according to this section letter a. to d. occur until the expiration of the validity of the Best Price Rule, the obligations of the issuer according to section I will revive immediately following the expiration of the validity of the Best Price Rule, i.e. on 12 October 2018;
Should one of the events according to this section letter a. to d. occur after the expiration of the validity of the Best Price Rule, i.e. until 28 February 2019, the obligations of the issuer according to section I will revive immediately.
On the same day, SIX Exchange Regulation approved the delisting of the Goldbach Group-Shares. The last trading day for the Goldbach Group-Shares and the date of the delisting will be determined after the final judgement in the cancellation proceedings according to article 137 of the Swiss Financial Market Infrastructure Act with regard to the remaining publicly held Goldbach Group-Shares is available. The cancellation proceedings have already been initiated by Tamedia AG in July 2018.
Further information:
Investor Relations
Goldbach Group AG
Lukas Leuenberger
CFO
T +41 44 914 91 00
lukas.leuenberger@goldbachgroup.com
www.goldbachgroup.com
Corporate Communication
Goldbach Group AG
Jürg Bachmann
Head of Communications & Marketing /
Public Affair
M +41 79 600 32 62
juerg.bachmann@goldbachgroup.com
www.goldbachgroup.com
The corporate profile of the Goldbach Group AG
The Goldbach Group companies market and represent advertising in private electronic media in the areas of television, radio, digital-out-of-home, online, search engine and mobile marketing. As an independent aggregator, Goldbach offers its clients advertising windows where selected target groups receive commercial information at the right time irrespective of their location. The Group's core business comprises planning, consulting, creation, concept development, purchasing and implementation through to assessment of the deployment of electronic offline and online media and cross-media campaigns based on data-driven technologies.
The Goldbach Group AG is listed on the SIX Swiss Exchange (Swiss Reporting Standard, security number 487094, ISIN CH0004870942, ticker symbol: GBMN), is based in Switzerland (Küsnacht ZH) and is active in German-speaking countries.
Further information:
http://www.goldbachgroup.com/en-us/investor-relations/ad-hoc-press-releases
