Baar, Switzerland, 3 June, 2019 – On 10 May 2019, CEVA Logistics AG ("CEVA"), one of the leading asset-light third-party logistics providers, filed an application with SIX Exchange Regulation for exemption from certain disclosure and publicity obligations. This application was filed following the settlement of the public tender offer by CMA CGM S.A. for all publicly held registered shares of CEVA.
In a decision dated 24 May 2019, SIX Exchange Regulation granted CEVA several exemptions limited in time with regard to certain obligations for maintaining its listing.
The content and the duration of these exemptions are reflected in the following extract of the decision of SIX Exchange Regulation. These exemptions enter into force with the publication of this ad-hoc communication:
Paragraphs I to III of the decision of the SIX Exchange Regulation read as follows:
I. In view of a planned delisting CEVA Logistics AG (Issuer), Baar, Canton Zug will be exempted until 30 September 2019 from:
a. the duty to publish the semi-annual financial statements 2019 (Art. 49 et seqq. LR in connection with Art. 11 et seqq. of the Directive of Financial Reporting (DFR) and the Directive on Regular Reporting Obligations (DRRO))
b. the duty to produce a corporate calendar and to keep it up-to-date (Art. 52 LR)
c. the duty to inform the market of any price-sensitive facts which have arisen in its sphere of activity (Art 53 LR in connection with the Directive on Ad hoc Publicity (DAH)), with exception of the duty to publish an Ad hoc notice disclosing the date of the delisting of the Issuer's shares from SIX Swiss Exchange, once known
d. the duty to disclose management transactions (Art. 56 LR)
e. Part of the duties set forth in Art. 9 DRRO, namely:
- Section 1.05 (External auditors)
- Section 1.06 (Change of balance sheet date)
- Section 1.07 (Changes to contact persons) with exception of section 1.7 (6) (Contact person for regular reporting obligations)
- Section 1.08 (Changes to weblinks) with exception of section 1.08 (2) (Push System) and section 1.08 (3) (Pull System)
- Section 1.09 (Change of business activity)
- Section 2.01 (Submission of financial statements) with exception of section 2.01 (1) (Annual report)
- Section 3.05 (Resolutions regarding opting out/opting up)
- Section 3.06 (Resolutions on restrictions on transferability)
- Section 5.02 (Reporting of conditional capital)
II. The exemptions granted in para I will become effective upon publication of an Ad hoc notice.
III. The exemptions granted in para. I will remain effective until 30 September 2019 provided none of the below described events occurs:
a. Intervention of one or more minority shareholders in the proceedings for the cancellation of the 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 (FMIA) filed with the court of Zug (Cancellation Claim)
b. Withdrawal of the Cancellation Claim filed with the court of Zug by the Claimant, CMA CGM S.A . or its legal successor
c. Dismissal of the Cancellation Claim by the court of Zug
d. Appeal against the decision of the court of Zug in relation to the Cancellation Claim
Should one of the above listed events (lit. a - lit. d) (Lifting Events) occur before 30 September 2019 all exemptions granted in para. I will automatically and immediately be lifted.
With regard to the exception granted in para.1 lit. a, the Issuer will have six weeks’ time from the day of the Lifting Event or until 30 September 2019, whatever occurs later, to publish and to file its semi-annual financial statements 2019 (Art. 50 LR in connection with Art.11 et seqq. DFR and Art. 9 section 2.01 DRRO).