Novavest shareholders’ turn to approve merger with SenioResidenz

Novavest shareholders’ turn to approve merger with SenioResidenz
Novavest shareholders’ turn to approve merger with SenioResidenz

The rate of favorable votes during the Extraordinary General Meeting climbs to 96%. The delisting of SenioResidenz from BX Swiss is scheduled for June 17, 2024.

At the extraordinary general meeting of Novavest Real Estate AG held today, the company’s shareholders approved the merger and the merger contract of April 17, 2024 and all other proposals by a large majority of more of 96% each (elections of more than 99%). The merger will create a strong combined real estate portfolio with a market value of more than one billion francs and a combined residential share of theoretical rents of 59% (pro-forma 2023 basis).

All proposals from the board of directors accepted

After the extraordinary general meeting of SenioResidenz AG held yesterday, the extraordinary general meeting of Novavest Real Estate AG also approved all proposals of the board of directors today. In total, 36.6% of the voting rights issued were represented at the extraordinary general meeting of Novavest. Shareholders present personally and third parties corresponded to 485,917 votes. 2,334,957 votes were represented by the independent representative.

The merger of Novavest Real Estate AG (as acquiring company) and SenioResidenz AG (as transferring company), including the merger agreement, has been approved.

The proposed ordinary capital increase in the amount of 52,904,647.25 francs, through the creation of 2,325,479 new Novavest registered shares with a par value of 22.75 francs each, was also approved. These new shares will be used for the exchange of the current registered shares of SenioResidenz AG. Upon exchange, SenioResidenz shareholders will receive 0.91 Novavest registered shares per SenioResidenz share held. Any fractions resulting from the exchange will be settled in cash.

The extraordinary general meeting also decided to create conditional capital in the amount of 3,048,545.50 francs through the issue of 134,002 new Novavest registered shares to be released, with a nominal value of 22. 75 francs each. This conditional capital is intended for the conversion of the 2024 mandatory conversion loan with a coupon of 3.50% pa, for a total amount of 6,091,000 francs, taken over by Novavest as part of the merger by absorption of the SenioResidenz.

The new registered shares resulting from the ordinary capital increase and the conditional capital must be listed on the SIX Swiss Exchange on June 17, 2024. They will be entitled to a full dividend for the first time for the financial year ending December 31, 2024 .

The extraordinary general meeting also approved the renewal of Novavest’s capital fluctuation margin, in accordance with the proposal of the board of directors.

Thomas Sojak and Claudia Suter were elected to the board of directors of Novavest Real Estate AG in individual elections. Thomas Sojak was then elected as the new chairman of the board of directors and Claudia Suter as a new member of the remuneration committee. All elections take place on the execution date of the merger, scheduled for June 14, 2024. On the execution date, the following members of the boards of directors currently in office will step down from their functions: Gian Reto Lazzarini, Chairman of the Board of Directors, and Dr. Markus Neff, member of the Board of Directors and Remuneration Committee of Novavest Real Estate AG; Arthur Ruckstuhl, vice-chairman of the board of directors, Nathalie Bourquenoud, member of the board of directors and Patrick Niggli, member of the board of directors of SenioResidenz AG.

After the approval of today’s extraordinary general meeting of Novavest Real Estate AG, all 2,555,472 registered shares of SenioResidenz AG will be exchanged for Novavest registered shares and delisted from the BX Swiss on Monday, June 17, 2024. The last day of trading of SenioResidenz registered shares on BX Swiss will likely be Friday June 14, 2024.

Thomas Sojak, future chairman of the board of directors of the merged company, says: “We are very pleased that the shareholders have approved our new company, focused on housing for young and old. As the future chairman of the board of directors of the new company Novavest Real Estate AG, I thank all shareholders of both companies for their trust and great support. At the same time, I also thank my colleagues on the board of directors Gian Reto Lazzarini, Markus Neff, Arthur Ruckstuhl, Nathalie Bourquenoud and Patrick Niggli, for their commitment, their strategic vision and their work in the development of both companies over the last years. .

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