Termination of the listing shell stock corporation; dissolution; winding-up

(1) The expiry of the period determined under section 44(3) is a ground for dissolution within the meaning of section 262(1), no. 1 of the Stock Corporation Act, and a ground for revocation of admission under section 39(1). This does not apply where a target transaction, including satisfaction of the redemption right, has been successfully completed, insofar as the value of the assets acquired by the listing shell stock corporation in the course of the target transaction does not fall more than 20 per cent short of the value of the contributions including premium. In that case, on expiry of the period under section 44(3), the special provisions regulated in this Division cease to apply, and the company is continued exclusively under the provisions of the Stock Corporation Act as a stock corporation within the meaning of section 1 of the Stock Corporation Act. The designation "Börsenmantelaktiengesellschaft" (section 44(5), second sentence) may no longer be used.
(2) Before expiry of the period under section 44(3), the general meeting may resolve, under section 179(1) of the Stock Corporation Act, that the provisions of the articles of association under section 44(4) be repealed and that the company be continued in the legal form of a stock corporation exclusively under the provisions of the Stock Corporation Act. The application for registration of the amendment to the articles of association must be accompanied by a payment confirmation under section 37(1), third sentence of the Stock Corporation Act concerning the transfer of the funds from the trust account under section 45(2) to the company for the free disposal of the management board. Where, by the time of the resolution, no target transaction, including satisfaction of the redemption right under section 47(1), has been completed, an application for revocation of admission of the shares to trading on the regulated market (section 39(2), first sentence) must be made after the resolution is adopted. Section 39(2) and (3) apply accordingly, with the proviso that the consideration offered may not be below the issue price of the shares including any premium.
(3) By way of derogation from section 272(1) of the Stock Corporation Act, in the case of dissolution on the basis of subsection (1), the assets may be distributed once two months have elapsed since the day on which the call to creditors was published.