EANS-Voting Rights: OVB Holding AG
Release according to article 27 a, section
2 WpHG (Securities Trading Act) with the aim of a Europe-wide distribution
-------------------------------------------------------------------------------- Notification of voting rights transmitted by euro adhoc. The issuer is responsible for the content of this announcement. --------------------------------------------------------------------------------
Person/company obliged to make the notification:
-----------------------------------
Name: see below Place: see below State: see below
Company data: -----------------------
Name: OVB Holding AG Address: Heumarkt 1, 50667 Köln Place: Cologne State: Germany
OVB Holding AG, Cologne
ISIN DE0006286560
Publication pursuant to Section 27a (2) WpHG
On 19 July 2010, our company received the following notifications pursuant to Section 27a (1) sentence 1 WpHG (German Securities Trading Act):
I. Balance Vermittlungs- und Beteiligungs-AG, Hamburg, Germany
"This notification refers to the voting rights notification of Balance Vermittlungs- und Beteiligungs-AG (hereinafter also called Balance) pursuant to Section 21 (1) WpHG issued on 7 July 2010, announcing that the percentage of voting rights in OVB Holding AG (hereinafter also called the Company) had exceeded the thresholds of 3%, 5%, 10%, and 15% as of 30 June 2010, amounting to 17.54% as of that date.
Pursuant to Section 27a (1) WpHG, the following information is conveyed with regard to the objectives pursued with the announced acquisition of voting rights and the origin of the funds utilized for financing the acquisition:
1. The investment serves the implementation of strategic goals, particularly the positioning as long-term investor.
2. It is not intended to acquire or otherwise obtain additional voting rights in the Company within the next twelve months.
3. It is not intended to aim at influencing the appointment or revocation of members of the Executive Board or Supervisory Board of the Company. In performance of the Divestiture Agreement (Entflechtungsvertrag) effective 30 June 2010, Balance has concluded a new Framework and Voting Trust Agreement with Deutscher Ring Krankenversicherungsverein a.G. (hereinafter also called DR Kranken), IDUNA Vereinigte Lebensversicherung aG für Handwerk, Handel und Gewerbe (hereinafter also called IDUNA), and the subsidiaries of the Bâloise Group with indirect investments in the Company through Deutscher Ring Beteiligungsholding GmbH (hereinafter also called BHG), superseding an earlier similar agreement. According to the new agreement, the contracting parties commit themselves to exercise their respective voting rights in the General Meeting in such a way that the Supervisory Board will at any time include two representatives of the Bâloise Group, two representatives of the SIGNAL IDUNA Group, one representative of the Generali Group (hereinafter also called Generali), and one independent expert member for the purpose of Section 100 (5) AktG. Balance, IDUNA, SIGNAL Krankenversicherung a.G. (hereinafter also called SIGNAL Kranken), and SIGNAL Unfallversicherung a.G. (hereinafter also called SIGNAL Unfall) coordinate the exercise of voting rights with one another in view of the Company pursuant to Section 2 (1) of the Horizontal Group Agreement (Gleichordnungskonzernvertrag) of 16 February 2009 of which they are contracting parties.
4. It is not intended to aim at a significant change of the capital structure of the Company, particularly with regard to the ratio of equity financing and debt financing and the dividend policy.
5. The voting rights in the Company were acquired with equity funds."
II. Deutscher Ring Krankenversicherungsverein a.G., Hamburg, Germany
"This notification refers to the voting rights notification of DR Kranken pursuant to Section 21 (1) WpHG issued on 7 July 2010, announcing that the percentage of voting rights in the Company had exceeded the thresholds of 3%, 5%, 10%, 15%, 20%, 25%, 30% and 50% as of 30 June 2010, amounting to 50.88% as of that date.
Pursuant to Section 27a (1) WpHG, the following information is conveyed with regard to the objectives pursued with the announced acquisition of voting rights and the origin of the funds utilized for financing the acquisition:
1. The investment serves the implementation of strategic goals, particularly the positioning as long-term investor.
2. It is not intended to acquire or otherwise obtain additional voting rights in the Company within the next twelve months.
3. It is not intended to aim at influencing the appointment or revocation of members of the Executive Board or Supervisory Board of the Company. In performance of the Divestiture Agreement effective 30 June 2010, DR Kranken has concluded a new Framework and Voting Trust Agreement with Balance, IDUNA, and the subsidiaries of the Bâloise Group with indirect investments in the Company through BHG, superseding an earlier similar agreement. According to the new agreement, the contracting parties commit themselves to exercise their respective voting rights in the General Meeting in such a way that the Supervisory Board will at any time include two representatives of the Bâloise Group, two representatives of the SIGNAL IDUNA Group, one representative of Generali, and one independent expert member for the purpose of Section 100 (5) AktG. Balance, IDUNA, SIGNAL Kranken, and SIGNAL Unfall coordinate the exercise of voting rights with one another in view of the Company pursuant to Section 2 (1) of the Horizontal Group Agreement of 16 February 2009 of which they are contracting parties.
4. It is not intended to aim at a significant change of the capital structure of the Company, particularly with regard to the ratio of equity financing and debt financing and the dividend policy.
5. The voting rights in the Company were acquired with equity funds."
III. IDUNA Vereinigte Lebensversicherung a.G., Hamburg, Germany
"This notification refers to the voting rights notification of IDUNA pursuant to Section 21 (1) WpHG issued on 7 July 2010, announcing that the percentage of voting rights in the Company had exceeded the thresholds of 30% and 50% as of 30 June 2010, amounting to 50.88% as of that date.
Pursuant to Section 27a (1) WpHG, the following information is conveyed with regard to the objectives pursued with the announced acquisition of voting rights and the origin of the funds utilized for financing the acquisition:
1. The investment serves the implementation of strategic goals, particularly the positioning as long-term investor.
2. It is not intended to acquire or otherwise obtain additional voting rights in the Company within the next twelve months.
3. It is not intended to aim at influencing the appointment or revocation of members of the Executive Board or Supervisory Board of the Company. In performance of the Divestiture Agreement effective 30 June 2010, IDUNA has concluded a new Framework and Voting Trust Agreement with Balance, DR Kranken, and the subsidiaries of the Bâloise Group with indirect investments in the Company through BHG, superseding an earlier similar agreement. According to the new agreement, the contracting parties commit themselves to exercise their respective voting rights in the General Meeting in such a way that the Supervisory Board will at any time include two representatives of the Bâloise Group, two representatives of the SIGNAL IDUNA Group, one representative of Generali, and one independent expert member for the purpose of Section 100 (5) AktG. Balance, IDUNA, SIGNAL Kranken, and SIGNAL Unfall coordinate the exercise of voting rights with one another in view of the Company pursuant to Section 2 (1) of the Horizontal Group Agreement of 16 February 2009 of which they are contracting parties.
4. It is not intended to aim at a significant change of the capital structure of the Company, particularly with regard to the ratio of equity financing and debt financing and the dividend policy.
5. The voting rights in the Company were acquired with equity funds."
IV. SIGNAL Unfallversicherung a.G., Dortmund, Germany
"This notification refers to the voting rights notification of SIGNAL Unfall pursuant to Section 21 (1) WpHG issued on 7 July 2010, announcing that the percentage of voting rights in the Company had exceeded the thresholds of 3%, 5%, 10%, 15%, 20%, 25%, and 50% as of 30 June 2010, amounting to 50.88% as of that date.
Pursuant to Section 27a (1) WpHG, the following information is conveyed with regard to the objectives pursued with the announced acquisition of voting rights and the origin of the funds utilized for financing the acquisition:
1. The investment serves the implementation of strategic goals, particularly the positioning as long-term investor.
2. It is not intended to acquire or otherwise obtain additional voting rights in the Company within the next twelve months.
3. It is not intended to aim at influencing the appointment or revocation of members of the Executive Board or Supervisory Board of the Company. In performance of the Divestiture Agreement effective 30 June 2010, IDUNA, Balance, DR Kranken, and the subsidiaries of the Bâloise Group with indirect investments in the Company through BHG have concluded a new Framework and Voting Trust Agreement, superseding an earlier similar agreement. According to the new agreement, the contracting parties commit themselves to exercise their respective voting rights in the General Meeting in such a way that the Supervisory Board will at any time include two representatives of the Bâloise Group, two representatives of the SIGNAL IDUNA Group, one representative of Generali, and one independent expert member for the purpose of Section 100 (5) AktG. Balance, IDUNA, SIGNAL Kranken, and SIGNAL Unfall coordinate the exercise of voting rights with one another in view of the Company pursuant to Section 2 (1) of the Horizontal Group Agreement of 16 February 2009 of which they are contracting parties.
4. It is not intended to aim at a significant change of the capital structure of the Company, particularly with regard to the ratio of equity financing and debt financing and the dividend policy.
5. The voting rights in the Company were acquired with equity funds."
V. SIGNAL Krankenversicherung a.G., Dortmund, Germany
"This notification refers to the voting rights notification of SIGNAL Kranken pursuant to Section 21 (1) WpHG issued on 7 July 2010, announcing that the percentage of voting rights in the Company had exceeded the thresholds of 3%, 5%, 10%, 15%, 20%, 25%, and 50% as of 30 June 2010, amounting to 50.88% as of that date.
Pursuant to Section 27a (1) WpHG, the following information is conveyed with regard to the objectives pursued with the announced acquisition of voting rights and the origin of the funds utilized for financing the acquisition:
1. The investment serves the implementation of strategic goals, particularly the positioning as long-term investor.
2. It is not intended to acquire or otherwise obtain additional voting rights in the Company within the next twelve months.
3. It is not intended to aim at influencing the appointment or revocation of members of the Executive Board or Supervisory Board of the Company. In performance of the Divestiture Agreement effective 30 June 2010, IDUNA, Balance, DR Kranken, and the subsidiaries of the Bâloise Group with indirect investments in the Company through BHG have concluded a new Framework and Voting Trust Agreement, superseding an earlier similar agreement. According to the new agreement, the contracting parties commit themselves to exercise their respective voting rights in the General Meeting in such a way that the Supervisory Board will at any time include two representatives of the Bâloise Group, two representatives of the SIGNAL IDUNA Group, one representative of Generali, and one independent expert member for the purpose of Section 100 (5) AktG. Balance, IDUNA, SIGNAL Kranken, and SIGNAL Unfall coordinate the exercise of voting rights with one another in view of the Company pursuant to Section 2 (1) of the Horizontal Group Agreement of 16 February 2009 of which they are contracting parties.
4. It is not intended to aim at a significant change of the capital structure of the Company, particularly with regard to the ratio of equity financing and debt financing and the dividend policy.
5. The voting rights in the Company were acquired with equity funds."
Cologne, 22 July 2010 The Executive Board
end of announcement euro adhoc --------------------------------------------------------------------------------
Further inquiry note:
Branche: Financial & Business Services
ISIN: DE0006286560
WKN: 628656
Index: CDAX, Classic All Share, Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
München / free trade
Original content of: OVB Holding AG, transmitted by news aktuell