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Address 20 Jun 2017 – German Trade Register Announcement, Germany


HRB 12023: Weight Watchers (Deutschland) GmbH, Düsseldorf,
Derendorfer Allee 33, 40476 Düsseldorf
. The Register Court is to draft a merger plan concerning the proposed merger of the Ltd. (Kapitalgesellschaft mbH under English law) with its registered office in Berkshire/UK (Company Register of England & Wales, No. 0484032) with Weight Watches (Germany) GmbH based in Düsseldorf (District Court of Düsseldorf HRB 12023). submitted. It should be noted that the draft terms of merger have been submitted to the Commercial Register. The merger involves the Ltd., based in Millenium House, Lludlow Road, Maidenhead, Berkshire, SL6 2SL, UK, a Kapitalgesellschaft mbH under English law, as a transferring company, and the Weight Watchers (Deutschland) GmbH with its registered office in Düsseldorf, registered in the Commercial Register of the Düsseldorf District Court under HRB 12023, a GmbH under German law, as a acquiring company. The transferring company is registered in the Register of Companies of England & Wales under the number 04848032. The acquiring company is registered in the Commercial Register of the District Court of Düsseldorf under HRB 12023. The rights of the creditors of the acquiring German Weight Watchers (Deutschland) GmbH derive from § 122a Abs. 2 UmwG iVm. § 22 UmwG. According to that agreement, the creditors of the Weight Watchers (Deutschland) GmbH involved in the merger must be provided security if, within six months of the date on which the registration of the merger in the register of the registered office of the Weight Watchers (Deutschland) GmbH is deemed to have been made known in writing in accordance with Paragraph 122a (2) of the iVm § 19 Abs. 3 UmwG, they declare their claim in writing on the basis of the amount. This right is only available to creditors if they demonstrate that the merger jeopardises the fulfilment of their claims. The creditors must be made public in the notice of registration of the merger with the Weight Watchers (Deutschland) GmbH in accordance with Section 122a (2) iVm. § 22 Abs. 1 Satz 3 UmwG to this right. The right to claim security is not available to creditors who, in the event of insolvency, have the right to preferably satisfaction from a cover mass established in accordance with the law for their protection and supervised by the state. As far as creditors' claims are concerned, it is irrelevant whether that claim is based on contract or law. However, only creditors of a so-called compulsory claim can claim guarantees. § 22 UmwG does not cover claims in rem, since in this respect the subject-matter of the law in rem constitutes security. The content of the claim is relevant only to the extent that it must constitute an asset. The claim to be secured therefore does not necessarily have to be directed directly at money, but also in the case of a claim to delivery of goods or other services, there is a need for security with regard to a subsequent claim for damages that may result from it. The claim must be asserted directly against the Weight Watchers (Deutschland) GmbH under its Ungenannte Str. ??, 40476 Düsseldorf, Germany, Germany. For this purpose, a precise description of the claim underlying the claim is required, so that individualization is possible without further investigation. It should be noted that the guarantee must be required no later than six months after the registration of the merger in the commercial register of the Weight Watchers (Deutschland) GmbH. Under Regulation 11 of The Companies (Cross-Border Mergers) Regulations 2007, any creditor of the transferring company may apply to the High Court of Justice of England and Wales for a meeting of creditors with the aim of approving creditors. If the Supreme Court of England and Wales convenes such a creditors' meeting, the merger plan will require the approval of creditors representing a majority of 75% of the voting rights in value terms. The voting rights of each creditor are determined by the pro rata value of its claim in relation to the total liabilities of the company. Liabilities are only taken into account to the extent that the respective creditors vote in the creditors' meeting themselves or through a representative. Full information on the arrangements for exercising the rights of creditors of the companies participating in the cross-border merger can be obtained free of charge from the Weight Watchers (Deutschland) GmbH, business address:
Derendorfer Allee 33, 40476 Düsseldorf
, Germany, and at the Ltd., business address: Millenium House, Lludlow Road, Maidenhead, Berkshire, SL6 2SL, UK. There is no reference to the modalities for exercising the rights of minority shareholders, since this concerns the merger of a wholly- to-one subsidiary into its parent company. There are no minority outsiders.

This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The current state is available on the following page: Weight Watchers (Deutschland) GmbH, Berkshire, Germany.

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