Wereldhave proposes to modernise its anti-takeover measures

Schiphol, 28 February 2014

Wereldhave has evaluated its anti-takeover measures and after a stakeholder consultation, proposes changes to the articles of association to modernise and simplify the anti-takeover measures. The number of protective measures will be reduced to one, the issue of protective preference shares. The priority shares will be abolished. The option to issue preference shares can only be used as a temporary protective measure that enables a careful weighing of the interests of all stakeholders. If needed, it also offers time for a good and balanced reaction, for instance in case of a (public or non-public) offer or the announcement of the intention to make an offer.

The cancellation of all priority shares is proposed, whilst maintaining the possibility to issue protective (preference) shares to a maximum of 50% of the issued share capital, calculated after issue.

The current put option for the Foundation for the holding of preference and priority shares B will be converted to a call option. Upon exercise of the full call-option, it will not automatically revive. A new call-option will in that case be requested. The change from a put to a call option improves the independency of the Foundation, putting the decision to use a protective device outside the Company.

For full press release, download the pdf below.

Press Release: Anti-takeover measures