S Immo has received a request from shareholder CPI Property Group to convene an extraordinary shareholders' meeting. The motion is to resolve the abolishment of the 15 % voting cap set in the Articles of Association of S Immo. In addition, CPI Property Group has announced its intention to make a mandatory offer for all shares in S Immo not held by CPI. At the moment, CPIPG, directly and indirectly, owns a total of 42.6% in S Immo.
CPI has also published an ad-hoc announcement quoting a minimum price for the intended mandatory offer of at least €22.00 in cash per S Immo share cum dividend.
CPIPG sees the property portfolio of S Immo as complementary to its regional and sector exposure. Through its expanded shareholding, CPIPG intends to play a more active role in the future development of S Immo's business.
The offer will be financed by CPIPG’s capital resources, including a €1.25 billion bridge loan facility from the following banks: Banco Santander, Bank of China, Barclays Bank, Credit Suisse, Goldman Sachs Bank, Raiffeisen Bank International, Société Générale, Komerční Banka, UniCredit Bank Austria, and UniCredit Bank Czech Republic and Slovakia.
Background
On 3 December 2021, CPIPG announced the purchase of a 10.8% stake in S Immo. Since the initial purchase, CPIPG has continued to acquire shares in S Immo and currently owns a stake of 16.1%.
On 24 February 2022, CPIPG announced the initial results of our takeover offer for Immofinanz, wherein the Group achieved a majority stake of 54.9%. In addition to direct ownership of a high-quality portfolio of real estate in Central and Eastern Europe, for legacy reasons, Immofinanz also owns a stake of 26.5% of S Immo. As a result, CPIPG, directly and indirectly, owns a total of 42.6% in S Immo.
S Immo’s articles of incorporation include an unusual voting cap feature that limits the voting rights of shareholders to 15%, regardless of their actual shareholding. In recent years, the voting cap along with the inefficient cross-ownership between Immofinanz and S Immo has prevented shareholders from driving an effective long-term strategy, resulting in failed mergers and share price underperformance, CPI’s announcement concludes.
