Other Capital Market Information | 29 June 2017 16:48
Software AG / Law amendment of securities according to § 30e Para. 1, No. 1
of the WpHG [the German Securities Trading Act]
29.06.2017 / 16:48
Dissemination of a Post-admission Duties announcement according to Article
30e Para. 1, No. 1 WpHG transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Software Aktiengesellschaft
Darmstadt
WKN 330400
ISIN DE0003304002
Publication according to Section 30e Para. 1, No. 1 WpHG (German Securities
Trading Act) - change in the rights attached to securities
Notification on the conversion of no-par value bearer shares to no-par
value registered shares and on the conversion of the stock market listing
- ISIN DE0003304002 (old) - WKN 330400 (old) -
- ISIN DE000A2GS401 (new) - WKN A2GS40 (new) -
On May 17, 2017, the Annual General Meeting of Software AG, Darmstadt,
resolved under agenda item 6 the conversion of no-par value bearer shares
to no-par value registered shares and the amendments of the Articles of
Association accordingly.
The corresponding amendments to the Articles of Association were entered
into the Company's commercial register at the District Court - Registration
Court of Darmstadt (HRB 1562) on June 26, 2017 and thereby made effective.
The Company's share capital in the amount of EUR76,400,000 is now divided
into 76,400,000 no-par value registered shares.
The last trading day for no-par value bearer shares will be September 29,
2017. Open orders on the stock exchange that will not have been executed by
September 29, 2017 will be cancelled as a result of the conversion. As per
October 2, 2017, the shares of Software AG will be traded as no-par value
registered shares under the new ISIN DE000A2GS401.
The custody account conversion to no-par value registered shares will take
place on the Record Date (October 3, 2017, in the evening). For this
purpose, the shares held in custody accounts at financial institutions will
be converted from no-par value bearer shares of Software AG into no-par
value registered shares of Software AG each at a ratio of 1:1. As of
October 4, 2017 (Payment Date), the no-par value registered shares will be
booked under the new ISIN.
The share capital divided into no-par value registered shares will be
securitized in one global certificate deposited with Clearstream Banking
AG, Frankfurt/Main. The Company's shareholders will participate in the
holding in collective safe custody at Clearstream Banking AG in proportion
to their ownership interest as co-owners.
With registered shares, only those shareholders who are entered in the
share registry as registered shareholders are considered by the Company to
be shareholders. Consequently, only those shareholders entered into the
Company's share registry as shareholders are authorized to participate in
and to exercise their voting rights at the Annual General Meeting. The
shareholders must disclose to the Company for recordation in the share
registry the information required by law (last name, first name, date of
birth and address, as well as the number of Software AG shares they hold);
electronic mail addresses and any changes thereto should always be provided
in order to simplify the communication.
The legal status of a shareholder is not affected by the conversion from
no-par value bearer shares into no-par value registered shares when the
shareholder is listed in the share registry. The shareholder's ownership in
the Company also remains unchanged as do the rights of the shareholder
associated with the shareholder's shares. Additionally, the shareholder's
right to sell his or her shares will not be restricted or impeded; in
particular, the consent of the Company is not required for the transfer of
registered shares of Software AG.
The acting settlement agent is
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt/Main.
The conversion from no-par value bearer shares to no-par value registered
shares is free of charge to shareholders.
Darmstadt, June 2017
Software AG
Management Board
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29.06.2017 The DGAP Distribution Services include Regulatory Announcements,
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Archive at www.dgap.de
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Language: English
Company: Software AG
Uhlandstraße 12
64297 Darmstadt
Germany
Internet: www.softwareag.com
End of News DGAP News Service