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Notification

 English convenience translation 

Supplement to the Announcement of the Decision to make a Public Delisting Offer (öffentliches Delisting-Angebot) pursuant to Section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”)
in conjunction with Section 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz - “BörsG”) dated 28 May 2019

Bidder:
Accenture Digital Holdings GmbH
Campus Kronberg 1, 61476 Kronberg im Taunus
Germany
registered with the commercial register of the local court of Königstein im Taunus under HRB 9608

Target:
SinnerSchrader Aktiengesellschaft
Völckersstraße 38, 22765 Hamburg
Germany
registered with the commercial register of the local court of Hamburg under HRB 74455

ISIN DE0005141907 (WKN: 514190)

Accenture Digital Holdings GmbH (the “Bidder”) has published on 28 May 2019 its decision to offer the shareholders of SinnerSchrader Aktiengesellschaft (the “Target Company”) by way of a public delisting offer to acquire all bearer shares with no par value in SinnerSchrader Aktiengesellschaft (the “SinnerSchrader Shares”) which are not held by the Bidder against a cash consideration in Euro in the amount equivalent to the weighted average domestic stock exchange price of the SinnerSchrader- Shares during the last six months before publication of this announcement (pursuant to section 31 para. 1 WpÜG in conjunction with section 39 para. 3 sentence 2 BörsG) which will be determined by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - “BaFin”) (the “Delisting Offer”). The BaFin informed the Bidder on 4 June 2019 that the minimum offer price amounts to EUR 12.79. However, the Bidder has decided - insofar slightly deviating from the announcement dated 28 May 2019 - to base the Delisting Offer on a rounded amount. The offer price will therefore amount to EUR 12.80.

Further information:
The Bidder is part of the Accenture group, a leading global professional services company, providing a broad range of services and solutions in strategy, consulting, digital, technology and operations. At the time of this announcement, the Bidder holds directly in total 7,924,753 SinnerSchrader Shares, approx. 68.66% of the of the share capital and voting rights in the Target Company.

The Delisting Offer will be subject to the terms contained in the offer document.

Important Notice:
The terms of the Delisting Offer will be published in the offer document by the Bidder following approval of the offer document by BaFin. Investors and holders of SinnerSchrader Shares are advised to read the relevant documents relating to the Delisting Offer following their publication as they contain important information.

This announcement is for information purposes only and does not constitute an invitation to make an offer to sell SinnerSchrader Shares. This announcement does not constitute an offer to purchase SinnerSchrader Shares and is not for the purpose of the Bidder making any representations or entering into any other binding legal commitments.

An offer to purchase SinnerSchrader Shares is solely made on the basis of the announcement of the offer document which will be published on this website after the approval by the BaFin and is subject exclusively to the terms and conditions of the offer document. The terms and conditions in the offer document may deviate from the information contained in this announcement.

The shareholders of the Target Company are advised to seek independent advice in order to reach an informed decision in respect of the content of the offer document and with regard to the Delisting Offer.

The Delisting Offer is issued exclusively under the laws of the Federal Republic of Germany, especially under the WpÜG, the BörsG and the Regulation on the Content of the offer document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der V erpflichtung zur Veröffentlichung und zur Abgabe eines Angebots). The Delisting Offer is not executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany (in particular not the United States of America (the “USA”), Canada, Australia and Japan). Thus, no other announcements, registrations, admissions or approvals of the Delisting Offer outside the Federal Republic of Germany have been filed, arranged for or have been made otherwise. For their protection, the shareholders of the Target Company will not be able to rely on provisions of jurisdictions other than the Federal Republic of Germany. Every contract which will be entered into due to the acceptance of the delisting offer will be subject exclusively to the laws of the Federal Republic of Germany and must be construed in line with these laws.

This announcement does not constitute an offer to purchase securities or an invitation to offer securities in the USA and in each other jurisdiction in which such an offer or invitation for an offer would be unlawful.

The Delisting Offer referenced herein is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the USA.

Kronberg im Taunus, 4 June 2019 Accenture Digital Holdings GmbH

 

 

 English convenience translation 

Announcement of the Decision to make a Public Delisting Offer (öffentliches Delisting-Angebot) pursuant to Section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) in conjunction with Section 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz - “BörsG”)

Bidder:
Accenture Digital Holdings GmbH Campus Kronberg 1, 61476 Kronberg im Taunus Germany registered with the commercial register of the local court of Königstein im Taunus under HRB 9608

Target:
SinnerSchrader Aktiengesellschaft Völckersstraße 38, 22765 Hamburg Germany registered with the commercial register of the local court of Hamburg under HRB 74455

ISIN DE0005141907 (WKN: 514190)

Accenture Digital Holdings GmbH (the “Bidder”) has decided on 28 May 2019 to offer the shareholders of SinnerSchrader Aktiengesellschaft (the “Target Company”) by way of a public delisting offer to acquire all bearer shares with no par value in SinnerSchrader Aktiengesellschaft (the “SinnerSchrader Shares”) which are not held by the Bidder against a cash consideration in Euro in the amount equivalent to the weighted average domestic stock exchange price of the SinnerSchrader-Shares during the last six months before publication of this announcement (pursuant to section 31 para. 1 WpÜG in conjunction with section 39 para. 3 sentence 2 BörsG) which will be determined by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) (the “Delisting Offer”). The Bidder estimates the so determined offer price to amount to approx. EUR 12.77. If the minimum offer price determined by the BaFin deviates from the estimated offer price by the Bidder, the Bidder will publish a separate notification on the offer price.

Following this announcement, the Bidder will instruct the Target Company under the existing domination and profit and loss transfer agreement in accordance with Section 308 of the German Stock Corporation Act (Aktiengesetz)

  1. to apply for the revocation of the admission of all SinnerSchrader Shares to trading on the regulated market of the Frankfurt Stock Exchange (General Standard) pursuant to section 39 para. 2 sentence 1 BörsG after prior agreement with the Bidder before the end of the acceptance period which is to be determined in the Delisting Offer; and
  2. after prior agreement with the Bidder, to take all reasonable measures to ensure, to the extent possible, that the inclusion of the SinnerSchrader Shares in all organized trading venues, in particular the open markets, is terminated at the earliest time possible.

The offer document for the Delisting Offer (following approval by BaFin) and further information in connection with the Delisting Offer will be published by way of notice of availability in the German Federal Gazette (Bundesanzeiger) and on the internet under http://accenture.de/company-acquisition.

Further information:
The Bidder is part of the Accenture group, a leading global professional services company, providing a broad range of services and solutions in strategy, consulting, digital, technology and operations. At the time of this announcement, the Bidder holds directly in total 7,924,753 SinnerSchrader Shares, approx. 68.66% of the of the share capital and voting rights in the Target Company.

The Delisting Offer will be subject to the terms contained in the offer document.

Important Notice:
The terms of the Delisting Offer will be published in the offer document by the Bidder following approval of the offer document by BaFin. Investors and holders of SinnerSchrader Shares are advised to read the relevant documents relating to the Delisting Offer following their publication as they contain important information.

This announcement is for information purposes only and does not constitute an invitation to make an offer to sell SinnerSchrader Shares. This announcement does not constitute an offer to purchase SinnerSchrader Shares and is not for the purpose of the Bidder making any representations or entering into any other binding legal commitments.

An offer to purchase SinnerSchrader Shares is solely made on the basis of the announcement of the offer document which will be published on this website after the approval by the BaFin and is subject exclusively to the terms and conditions of the offer document. The terms and conditions in the offer document may deviate from the information contained in this announcement.

The shareholders of the Target Company are advised to seek independent advice in order to reach an informed decision in respect of the content of the offer document and with regard to the Delisting Offer.

The Delisting Offer is issued exclusively under the laws of the Federal Republic of Germany, especially under the WpÜG, the BörsG and the Regulation on the Content of the offer document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots). The Delisting Offer is not executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany (in particular not the United States of America (the “USA”), Canada, Australia and Japan). Thus, no other announcements, registrations, admissions or approvals of the Delisting Offer outside the Federal Republic of Germany have been filed, arranged for or have been made otherwise. For their protection, the shareholders of the Target Company will not be able to rely on provisions of jurisdictions other than the Federal Republic of Germany. Every contract which will be entered into due to the acceptance of the delisting offer will be subject exclusively to the laws of the Federal Republic of Germany and must be construed in line with these laws.

This announcement does not constitute an offer to purchase securities or an invitation to offer securities in the USA and in each other jurisdiction in which such an offer or invitation for an offer would be unlawful.

The Delisting Offer referenced herein is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the USA.

 

Kronberg im Taunus, 28 May 2019

Accenture Digital Holdings GmbH

Further notifications

Frequently Asked Questions

Why has Accenture decided to launch a public delisting offer to the shareholders of SinnerSchrader AG?
Element 3

This is another important step on the way to the integration of the joint agency business. Our goal is to develop the best customer experiences available on the market. We combine the strengths of Accenture Interactive and SinnerSchrader for the benefit of our customers.

The revocation of the stock exchange listing enables SinnerSchrader AG to free up management capacities due to regulatory requirements of maintaining the stock exchange listing. This means the management board and the company will be able to focus more on delivering solutions to clients and driving digital transformation in the market. The revocation of the stock exchange listing would also reduce regulatory costs and expenses associated with the maintenance of stock exchange listing.

Why did Accenture decide to launch a public delisting offer now?
Element 3

Accenture is committed to the success of SinnerSchrader AG and is in a very strong position to provide financing to the company. Hence the company is no longer dependent on its own access to the stock market for financing purposes.

How long will be the acceptance period for the delisting offer and when will it start?
Element 3

The acceptance period will start with the publication of the offer document and will be four weeks.

What are the next main steps?
Element 3

Accenture will prepare the offer document and will publish it after the approval by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on this website. The offer document will contain the terms of the delisting offer.

What happens after a delisting?
Element 3

The shares of SinnerSchrader AG will no longer be traded on the regulated markets so that there could be a drastic reduction in liquidity of the shares. Investors looking to sell the shares of SinnerSchrader AG after a delisting might have limited possibilities to trade given the anticipated loss in liquidity. After a delisting, SinnerSchrader AG will no longer be compelled to publish any half-year reports and ad-hoc notifications and will also no longer be bound by the German Corporate Governance Code. Given the reduced transparency, the share price of a delisted company might not reflect the true economic value of the company.

Will I be able to sell my shares in SinnerSchrader AG after a delisting?
Element 3

Shares can still be traded over-the-counter with any willing counterparties. Potentially there are unregulated markets where shares of SinnerSchrader AG might still be traded provided there are buyers and sellers available for such trades. This is however uncertain and it is anticipated that any off-exchange trading and trading in unregulated markets will be of lower frequency and liquidity than before a delisting.