January 10, 2017
Exemption from Conditions for Maintaining Listing
ZURICH, January 10, 2017 – On 20 May 2016, HNA Aviation (Hong Kong) Air Catering Holding Co., Ltd., Hong Kong ("Offeror"), a subsidiary of HNA Group Co., Ltd. ("HNA"), published the Offer Prospectus on the public tender offer (“Offer”) for all publicly held shares of gategroup Holding AG ("gategroup Shares").
On 23 December 2016 gategroup applied for exemption from certain obligations for maintaining its listing. This request was made after the settlement of the Offer.
In its decision of 9 January 2017 SIX Exchange Regulation has granted gategroup Holding AG several temporary exemptions from the obligations for maintaining its listing.
The content and duration of the exemptions granted are contained in the following part of the decision by the SIX Exchange Regulation which has been reproduced verbatim (unofficial translation to English). The exemptions come into force as of the release of this ad hoc publication.
Sections I through III of the decision of the SIX Exchange Regulation read as follows:
I. gategroup Holding AG (Issuer), Kloten, Canton of Zurich, is granted – subject to section VI [Note gategroup: section VI of the decision, i.e. the publication of this press release] - until expiration of the Best Price Rule according to Art. 10 para. 1 of the Ordinance of the Swiss Takeover Board on Public Takeover Offers of 21 August 2008 (Takeover Ordinance, TOO) in the context of the public tender offer of HNA Aviation (Hong Kong) Air Catering Holding Co., Ltd., (HNA Aviation) headquartered in Haikou, China, for all publicly held registered shares of the issuer (Best Price Rule), that is up to and including 21 January 2017, exemption from the following obligations for maintaining its listing:
a. Publication and submission of the annual report for the financial year 2016, including the information on Corporate Governance (Art. 49 et seq. Listing Rules [LR] in conjunction with Art. 10 et seq. Directive on Financial Reporting [DFR] as well as Directive on Information relating to Corporate Governance [DCG]);
b. Publication of ad hoc notices (Art. 53 LR in conjunction with the Directive on Ad hoc Publicity [DAH]), except for the publication of an ad hoc notice to communicate the date of de-listing of the registered shares of the issuer, as soon as such date has been determined;
c. Disclosure of management transactions (Art. 56 LR);
d. Maintaining a corporate calendar (Art. 52 LR);
e. Compliance with the following regular reporting obligations (Art.
55 LR in conjunction with Art. 9 of the Directive on Regular Reporting Obligations,[DRRO]): para. 1.05 (change of external auditors;), para. 1.06 (change of balance sheet date (close of financial year)), para. 1.08 (4) (changes to the weblink to the corporate calendar), para. 1.08 (5) (changes to the weblinks to the annual and semi-annual reports, para. 2.01 (1) (submission of the annual report for the financial year 2016, para. 3.05 (resolution on opting out/opting up), para. 3.06 (resolution on restrictions on transferability) and para. 5.02 (changes to the conditional or authorised capital);
II. The exemption pursuant to section I as effective with the publication of the ad hoc notice in accordance with section VI of the decision [verbatim reproduction sections I through III at prominent place in the ad hoc notice].
III. Upon expiry of the validity period of the Best Price Rule on 21 January 2017, the issuer is exempt from the obligations pursuant to section I until 31 May 2017, if and to the extent that none of the following events have occurred until 21 January 2017, or will occur until 31 May 2017:
a. Intervention of one or several minority shareholders in the proceedings for the cancellation of the registered shares of the issuer in accordance with art. 137 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading of 19 June 2015 (Financial Market Infrastructure Act, FMIA) before the Commercial Court of the Canton of Zurich.
b. Waiver of the petition for cancellation of the registered shares of the issuer before the Commercial Court of the Canton of Zurich by the plaintiff, HNA Aviation, China, or by a legal successor;
c. Dismissal of the petition for cancellation of the registered shares of the issuer by the Commercial Court of the Canton of Zurich;
d. Appeal of the decision of the Commercial Court of the Canton of Zurich concerning the cancellation of the registered shares of the issuer.
Should one of the events in this section letters a. to d. occur until the expiry of the validity period of the Best Price Rule, then the obligations of the issuer pursuant to section I shall be revived immediately following the expiry of the validity period of the Best Price Rule, i.e. on 22 January 2017.
Should one of the events in this section letters a. to d. occur after the expiry of the validity period of the Best Price Rule, then the obligations of the issuer pursuant to section I shall be revived immediately.
In the event of a revival of the obligations pursuant to section I the issuer is obliged to publish the annual report for the financial year 2016 within two months from the date of the respective revival of the obligations pursuant to section I and to submit it to SIX Exchange Regulation (Art. 49 LR in conjunction with Art. 10 et. seq. DFR and Art. 9 para. 2.01 (1) DRRO).
For further information related to the public offer by HNA Aviation Air Catering please refer to: http://www.gategroup.com/investors/hna-to-acquire-gategroup
gategroup is a leading global provider of products, services and solutions relating to a passenger’s onboard experience. It specializes in catering and hospitality; provisioning and logistics; and onboard products and services to companies that serve people on the move. In 2015, gategroup achieved a total revenue of CHF3.0 billion and an adjusted EBITDA of CHF169.4 million. The company currently employs 39,000 people worldwide. For further information: www.gategroup.com
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