Press release, November 15, 2024
Event announcement within the meaning of art. 53 CR
Position of the board of directors of Novavest Real Estate AG regarding the request to convene an extraordinary general meeting
As communicated by the event announcement published on November 13, 2024, CACEIS (Switzerland) SA requests, acting on behalf of the investment fund MV Immoxtra Schweiz Fonds, which holds 15.24% of the capital and voting rights of Novavest Real Estate AG, to convene an extraordinary general meeting of Novavest Real Estate AG (SIX Swiss Exchange: NREN) with the aim of revoking three elected members of the board of directors composed of five people in total (Thomas Sojak, Stefan Hiestand, Daniel Ménard) as well as Thomas Sojak also as chairman of the board of directors and Daniel Ménard as member of the remuneration committee. In their place, CACEIS (Switzerland) SA proposes the election of three new members to the board of directors (Cyrill Schneuwly, Ueli Kehl, Roland Vögele) and further requests changes to the capital band according to article 3a of the statutes . The MV Immoxtra Schweiz Fonds investment fund justifies the request mainly by the unsatisfactory price development of Novavest Real Estate AG.
The board of directors of Novavest Real Estate AG takes the following position on this shareholder request:
In the first half of 2024, the merger between Novavest Real Estate AG and SenioResidenz AG was successfully completed. At the end of May 2024, the shareholders of the two companies approved the merger proposals by large majorities (Novavest more than 96%; SenioResidenz more than 94%). From a strategic point of view, the merger of the two companies created an attractive and profitable real estate portfolio with a market value of more than one billion CHF. The currently serving members of the board of directors of Novavest Real Estate AG, whose dismissal is requested by MV Immoxtra, were re-elected or newly elected to the board of directors at the ordinary general meeting in March 2024 or at extraordinary general meeting of May 2024 with respective rates of more than 99%.
The integration of the two companies with a view to achieving sustainable synergies and efficiency gains requires a transformation process for which the board of directors, which will be recomposed in the first half of 2024, is currently developing the strategic objectives and adapting governance to the newly merged organizational structure. This also involves a review of the management structure at board and management level. The synergies already identified before the merger have been implemented continuously since the execution of the merger in June 2024.
The required change of the majority of the board of directors during this decisive transition phase for the success of the new Novavest Real Estate AG compromises the achievement of the strategic objectives of the successfully completed merger and thus harms the interests of the company and all its stakeholders. It amounts to a cold takeover of Novavest Real Estate AG by the minority shareholder MV Immoxtra Schweiz Fonds, which acts primarily in its own interest and not in that of Novavest Real Estate AG. This is clearly in contradiction with the requirements of good governance and equal treatment of investors.
For these reasons, the board of directors of Novavest Real Estate AG will oppose with all its might the attempted hostile takeover by the MV Immoxtra Schweiz Fonds. With the invitation to the extraordinary general meeting, the board of directors will provide detailed information on progress in the ongoing reorientation of Novavest Real Estate AG.
| NOVAVEST Real Estate AG, Feldeggstrasse 26, CH-8008 Zurich | November 15, 2024 | Page 1 of 2 |
Contact
Peter Mettler
CEO
NOVAVEST Real Estate AG
Feldeggstrasse 26
8008 Zurich
+41 (0)44 276 40 40 [email protected]www.novavest.ch
NOVAVEST Real Estate AG
www.novavest.ch
NOVAVEST Real Estate AG is a Swiss real estate company headquartered in Zurich. It focuses its activities on the management and development of buildings for purely residential use (rental housing) and housing for seniors and the elderly (residences for seniors and health establishments), as well as on buildings for offices and commerce, and on construction projects in all these segments. The share of rental income coming from residential use strategically represents at least 50% of the total theoretical rental income. The real estate portfolio includes properties throughout Switzerland which, with regard to pure residential properties, are located in cities or towns and/or are well served by public transport and individual motorized transport. In the area of residences for the elderly and healthcare establishments, properties can be located in both urban and rural regions of Switzerland. The company’s registered shares are listed on the SIX Swiss Exchange (ticker symbol NREN, security number 21218624, ISIN CH0212186248).
Disclaimer
This press release is intended for the dissemination of information. It does not constitute a prospectus within the meaning of the Swiss Financial Services Act (FIDLEG) or the listing regulations of the SIX Swiss Exchange. It constitutes neither an offer nor an invitation to buy or sell shares of NOVAVEST Real Estate AG, nor
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acquire or sell other financial instruments or services. This press release may contain certain forward-looking statements, such as statements using words such as “believes”, “assumes”, “expects”, “plans” or other similar terms. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the actual events, financial situation, development or performance of the company to differ materially from those directly stated or indirectly in forward-looking statements. Given these uncertainties, readers should not place reliance on these forward-looking statements. The Company undertakes no obligation to update these forward-looking statements or revise them based on future events or developments. This press release and the information it contains should not be brought or transmitted to United States of America (USA), nor distributed or transmitted to United States persons (including corporations) or to publications having general circulation in the United States. NOVAVEST Real Estate AG shares are not offered for sale in the United States or to U.S. persons.
| NOVAVEST Real Estate AG, Feldeggstrasse 26, CH-8008 Zurich | November 15, 2024 | Page 2 of 2 |
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