Pursuant to the provisions of the Rules of the Ljubljana Stock Exchange, d. d., Ljubljana, Article 158 of the Financial Instruments Market Act and Article 17 of Regulation (EU) No 596/2014, KD Group, finančna družba, d.d., Dunajska cesta 63, 1000 Ljubljana (hereinafter: KD Group) hereby announces that on 15 July 2019, the merger of the companies KD Kapital, financial company, d.o.o. and KD Kvart, nepremičninska in holdinška dejavnost, d.o.o. to KD Group.
KD Group hereby announces that, in accordance with the resolution of the 25th General Meeting of Shareholders of KD Group, adopted under item 2b), as of 15 July 2019, shareholders who are listed as beneficiaries below in this notice, to submit a request for the company to acquire their shares with the ticker symbol KDHR in return for a cash settlement of EUR 86.67 per share with the ticker symbol KDHR. Any shareholder is entitled to submit a request to KD Group for the company to acquire their shares in return for a cash settlement if they:
- who, as the holder of shares with the symbol KDHR, was entered in the central register of dematerialised securities at KDD – Central Clearing and Depository Company d.d. (KDD) at the end of the fourth day prior to the 25th General Meeting of Shareholders, i.e. on 13 April 2019;
and- did not attend the meeting, or who, at the meeting, opposed the adoption of the resolution under item 2.a) of the 25th General Meeting of Shareholders, by which the General Meeting of Shareholders of KD Group gave its consent to the agreements on the merger of KD Kapital d.o.o. and KD Kvart d.o.o. into KD Group, , or abstained from voting or did not vote;
and- whose shares are unencumbered (not subject to any third-party rights or other legal circumstances).
The beneficiary must submit the request via a member of the Central Securities Depository (KDD) in accordance with internationally recognised standards for the execution of corporate actions, as this constitutes a corporate action involving voluntary reorganisation.
Eligible persons must submit their request within three months of the date of entry of the merger in the court register, i.e. from 15 July 2019 up to and including 15 October 2019.
The cash compensation will be paid to eligible beneficiaries, i.e. shareholders who meet the conditions and submit a claim, no later than the 10th day following the expiry of the three-month period for submitting claims, via KDD and a KDD member in accordance with internationally recognised standards for the execution of corporate actions.
The
notice will be published on the company’s website www.kd.group.com from 15 July 2019 onwards, and will remain available for a period of at least 5 years.
KD Group d.d.
KD Group d.d.
