DGAP-News: Prime Office AG: Individual shareholders

DGAP-News: Prime Office AG / Key word(s): Legal Matter Prime Office AG: Individual shareholders initiated special proceedings 10.02.2014 / 08:55 --------------------------------------------------------------------- Prime Office AG: Individual shareholders initiated special proceedings Cologne, 10 February 2014. By an application letter dated 28 January, 2014 which was served on Prime Office AG on 7 February, 2014, five shareholders initiated special valuation proceedings under the German Act on Special Valuation Proceedings ('SpruchG'). Following the merger of the previous Prime Office REIT-AG, Munich, into OCM German Real Estate Holding AG (now operating under the registered name of Prime Office AG), Cologne, the claimants applied for a judicial determination of the appropriate additional cash payment pursuant to § 15 paragraph 1 of the German Reorganization Act ('UmwG') in connection with § 1 No. 4 SpruchG in connection with § 2 et seq. SpruchG. These shareholders claim with various arguments that the exchange ratio was inappropriate and, therefore, they are entitled to an additional cash payment plus interest. In the event that such valuation proceedings determine that the Company must improve the ex-change ratio by making an additional cash payment, this court decision, once it has become non-appealable, takes legal effect for and against all shareholders of the former Prime Office REIT-AG pursuant to § 13 of the German Act on Special Valuation Proceedings. The merger of the former Prime Office REIT-AG into Prime Office AG (the previous OCM German Real Estate Holding AG), which has become effective upon the entry of the merger in the commercial register of Prime Office AG, and the current capital increase of Prime Office AG remain unaffected of these special valuation proceedings. In the light of this development, Prime Office AG has filed another supplement ('supplement No. 2') with the German financial supervisory authority ('BaFin'), which updates and adds to the company's prospectus dated 20 January 2014 as amended by the supplement No. 1 dated 28 January 2014. The supplement No. 2 to the prospectus will be available on the internet on www.prime-office.de after approval by the BaFin. Contact Prime Office AG Richard Berg Head of Investor Relations & Corporate Communications Email richard.berg@prime-office.de Telephone +49 (0)172 815 20 50 Disclaimer This document constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities. Any such offer is being made solely on the basis of the securities prospectus approved by, published and registered with the German Financial Supervisory Authority (BaFin) dated 20 January 2014 and the supplement dated 28 January 2014. The information legally required to be provided to investors is contained only in the securities prospectus and the supplement. An investment decision regarding the publicly offered securities of the issuer should only be made on the basis of the securities prospectus and its supplements. This document is not an offer of securities for sale in the United States of America. The securities have not been and will not be registered under the Securities Act of 1933, as amended (the 'Securities Act') and may not be offered or sold absent registration or an exemption from registration under the Securities Act. The Issuer does not intend to register any portion of the offering in the United States of America or to conduct a public offering of the securities in the United States of America. The shares that are the subject of the offer will be offered publicly only in the Federal Republic of Germany following approval of the supplement. With respect to each other Member State of the European Economic Area that has implemented the EC Directive 2003/71/EC of the European Parliament and of the Council dated November 4, 2003 (the 'Prospectus Directive') (hereinafter referred to as the 'Relevant Member State'), the shares being subject of the offer will not be publicly offered in such Relevant Member State. The shares being offered may however be offered to certain qualified investors within the Relevant Member State pursuant to certain exceptions set forth in the Prospectus Directive, provided these exceptions have been implemented in the Relevant Member State. The shares that are the subject of the offer are not being offered or sold to any person in the United Kingdom, other than to qualified investors as defined in Section 86(7) of the Financial Services and Markets Act 2000, being persons falling within Article 2.1(E)(i), (ii) or (iii) of Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003 (Prospective Directive), which includes legal entities which are regulated by the Financial Conduct Services Authority and entities which are not so regulated whose corporate purpose is solely to invest in securities and who also fall within the definition of 'Investment Professionals' in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the 'FPO') and high net worth entities falling within Article 49(2)(a) to (d) of the FPO. This document is not an offer of securities for sale in the United States of America, Canada, Japan or Australia. End of Corporate News --------------------------------------------------------------------- 10.02.2014 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- Language: English Company: Prime Office AG Maarweg 165 50825 Köln Germany Phone: +49 (0)221 88829 100 Fax: +49 (0)221 88829 299 E-mail: info@prime-office.de Internet: www.prime-office.de ISIN: DE000PRME020 WKN: PRME02 Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, München, Stuttgart End of News DGAP News-Service --------------------------------------------------------------------- 251743 10.02.2014