Brookline Real Estate S.à r.l.
Mandatory offer by Brookline Real Estate S.à r.l. to the shareholders of Accentro Real Estate AG
Disclaimer – Legal Notices
You have entered the website that Brookline Real Estate S.à r.l. has designated for the publication of documents and information in connection with the mandatory offer to the shareholders of Accentro Real Estate AG to acquire all shares of Accentro Real Estate AG (the "Accentro Shares").
Shareholders of Accentro Real Estate AG are kindly requested to read and acknowledge the following legal notices on this page before going on to the pages containing documents and information in connection with the mandatory offer.
Important Legal Notices
On 30 November 2017, Brookline Real Estate S.à r.l. (the "Bidder") announced the attainment of control over Accentro Real Estate AG according to Section 35 para. 1 in conjunction with Sections 29 para. 2, 30 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG") and that it will publish an offer document setting forth the terms of the mandatory offer (Pflichtangebot) to the shareholders of Accentro Real Estate AG according to Section 35 para. 2 WpÜG once the offer document has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") (the "Offer").
On the following pages you will find the offer document, published 11 January 2018, which contains the terms of the offer, the announcement of the attainment of control in accordance with Section 35 para. 1 sentence 1 in conjunction with Section 10 para. 3 sentences 1 and 2 WpÜG dated 30 November 2017, publication of announcements pursuant to Section 23 WpÜG as well as press releases and other information regarding the Offer. The Bidder has obtained the required approval for the publication of the offer document from BaFin on 10 January 2018. All information contained and documents made available on this website are for information purposes only and to comply with the provisions of the WpÜG, the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung) and other applicable laws in connection with the Offer. The Bidder does not assume the obligation to update the information and documents made available except as required by law.
The Offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Offer will not be submitted to review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any securities regulator.
Shareholders of Accentro Real Estate AG in the United States of America ("United States") should note that the Offer will be made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the shares of which are not registered under Section 12 of the Exchange Act. The Offer is made in the United States in reliance on the Tier 1 exemption from certain requirements of the Exchange Act and is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States. To the extent that the Offer is subject to the US securities laws, such laws only apply to holders of Accentro Shares in the United States and no other person has any claims under such laws.
If shareholders are residing in a country outside of the Federal Republic of Germany, it may be difficult for them to enforce rights and claims arising outside of the laws of the country of residency, since Accentro Real Estate AG is incorporated in the Federal Republic of Germany and some or all of its officers and directors may be residents of a country other than the country of residency. It may not be possible to sue, in a court in the country of residency, a foreign company or its officers or directors for violations of the laws of the shareholders country of residency. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court of the shareholders country of residency. The publication, dispatch, distribution or dissemination of the offer document or other documents related to the Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The offer document and other documents related to the Offer may not be dispatched to or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the offer document by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States unless in compliance with all applicable domestic and foreign statutory provisions.
With the exception of the offer document published on 11 January 2018, the information and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in Accentro Real Estate AG and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The terms of the Offer are contained solely in the offer document published on 11 January 2018. Shareholders of Accentro Real Estate AG are strongly recommended to read the offer document published on 11 January 2018 and all published documents in connection with the Offer, since they contain important information. The Bidder reserves the right to amend the terms of the Offer to the extent permitted by law.
I hereby confirm that I have read the above legal notices and information.