PubliGroupe Ltd obtains an exemption from obligations for maintaining its listing limited in time and scope

Lausanne, 13 October 2014 - As previously announced, PubliGroupe Ltd filed an application for exemption from obligations for maintaining its listing. This application was filed following the settlement of the public tender offer of Swisscom SA which holds today more than 98% of the share capital and the voting rights of PubliGroupe Ltd. PubliGroupe Ltd filed in parallel a delisting request of PubliGroupe Ltd shares (PUBN) which shall become effective as of the end of the pending court proceeding for the cancellation of the PubliGroupe Ltd shares which are still publicly held.

Per decision dated 10 October 2014, SIX Exchange Regulation granted PubliGroupe Ltd 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 said decision which is translated literally. These exemptions enter into force with the publication of the present ad-hoc communication:

"I.

Subject to para. VI [note: reservation related to the publication of the present ad-hoc communication], the issuer is exempted from the following obligations for maintaining listing until the expiration of the validity of the Best Price Rule pursuant to art. 10 para. 1 of the Ordinance of the Takeover Board on Public Takeover Offers dated 21 August 2008 (Takeover Ordinance, TOO) in the context of the public tender offer of Swisscom SA, Ittigen, Canton of Bern, for all publicly held registered shares of PubliGroupe Ltd (Best Price Rule), i.e. until 25 February 2015:

a)

Publication of the annual report for the year 2014, including explanations regarding Corporate Governance (art. 49 sqq. of the Listing Rules [LR] in connection with art. 10 sqq. of the Directive on Financial Reporting [DFR] and the Directive on Information Relating to Corporate Governance [DCG]);

b)

Establishment and maintenance of the corporate calender (art. 52 LR);

c)

Publication of ad-hoc communications (art. 53 LR), exception made of an ad-hoc communication to inform on the delisting date of the registered shares of the issuer as soon as this date is known by the issuer;

d)

Publication of management transactions (art. 56 LR);

e)

Compliance with the following regular reporting obligations: art. 52 and 55 LR in connection with Circular no. 1, Reporting Obligations Regarding the Maintenance of Listing [CIR1], Annex 1, para. 1.05 to 1.07 (exception made of the contact person for the regular reporting obligations), para. 1.08 (only with regard to the corporate calendar), para. 1.09 to 1.10, para. 2.01 (regarding the annual report for the year 2014), para. 3.05 to 3.06 and para. 5.02.

II.

The exemptions pursuant to para. I begin with the publication of the ad-hoc communication as per the requirements indicated under para. VI here below.

III.

At the expiration of the validity of the Best Price Rule on 26 February 2015, the issuer will be exempted until and including 30 April 2015 from the obligations mentioned under para I, if and to the extent none of the following facts occurs:

a)

Participation of one or several minority shareholders in the proceeding regarding cancellation of the registered shares of PubliGroupe Ltd pursuant to art. 33 Swiss Federal Stock Exchanges and Securities Trading Act before the Cantonal tribunal of the Canton of Vaud;

b)

Withdrawal of the action regarding cancellation of the registered shares of PubliGroupe Ltd before the Cantonal tribunal of the Canton of Vaud by the claimant, Swisscom SA, Ittigen, Canton of Bern, or by any of its legal successors;

c)

Dismissal of the action regarding cancellation of the registered shares of PubliGroupe Ltd by the Cantonal tribunal of the Canton of Vaud;

d)

Appeal against the decision of the Cantonal tribunal of the Canton of Vaud regarding the cancellation of the registered shares of PubliGroupe Ltd.

If any of the facts listed under this paragraph lit. a) until d) occur, the issuer obligations pursuant to para. I will immediately revive."


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