Streamlining of Corporate Structure
To further streamline and simplify its group corporate structure, Progroup AG (the “Issuer”) proposes to merge three of its subsidiaries that have been inactive and/or are not required anymore as follows: (i) Proservice GmbH will merge into the Issuer, (ii) PROfund GmbH will merge into the Issuer and (iii) Projekt 3CZ Beteiligungs GmbH will merge into Prowell GmbH (the “Mergers”).
As contemplated by (i) §9(8)(a)(vi) and §9(8)(b)(iv) of the conditions of issue governing the Issuer’s €150,000,000 senior secured floating rate notes due 2024 and (ii) §9(8)(a)(vi) and §9(8)(b)(iv) of the conditions of issue governing the Issuer’s €450,000,000 3.00% senior secured rate notes due 2026, the Issuer is hereby making copies of an Officers’ Request Certificate and an Opinion of Counsel in relation to the proposed Mergers available for download.
