Aroundtown SA / Key word(s): Capital Increase/Real Estate
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS
Disclosure of inside information according to Article 17 of Regulation (EU) No 596/2014 on market abuse
AROUNDTOWN SA ANNOUNCES CAPITAL INCREASE OF 95 MILLION SHARES
Grand Duchy of Luxembourg, 8 March 2018, 17:09 CET
The Board of Directors of Aroundtown SA ("Aroundtown" or the "Company") resolved today to increase the Company's total share capital from EUR 9,481,140.21 by EUR 950,000 to EUR 10,431,140.21 through an issue of 95 million new ordinary shares (the "New Shares") with a nominal value of EUR 0.01 each, against cash contributions, by exercising the authorized capital of the Company which will increase the current amount of 948,114,021 shares (the "Existing Shares") to 1,043,114,021 shares. The New Shares will carry dividend rights for dividends in respect of fiscal year 2017 and onward and will rank pari passu with the Existing Shares.
The New Shares will be offered to institutional investors by means of a private placement outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, (the "Securities Act") and in the United States only to persons reasonably believed to be qualified institutional buyers ("QIBs") within the meaning of and in reliance on Rule 144A under the Securities Act in compliance with any applicable securities laws. The Existing Shares and the New Shares have not been and will not be registered under the Securities Act.
The Company has agreed with the accompanying investment banks to abstain from issuing any new shares within a period of 90 days.
The Board of Directors will specify the number of shares to be placed by separate resolution.
The Company intends to use the net proceeds from the capital increase primarily to fund the Company's growth strategy.
About the Company
Aroundtown SA (symbol: AT1), is trading on the Prime Standard of the Frankfurt Stock Exchange, and is the largest listed German commercial real estate company.
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful, or to, or for the benefit of, U.S. Persons. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of Aroundtown in the United States, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities of Aroundtown may not be offered or sold in the United States or to, or for the benefit of, U.S. Persons, absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of Aroundtown have not been, and will not be, registered under the Securities Act. This publication is not an extension of an offer in the United States for securities of Aroundtown. An offer for the sale of Convertible Bonds is not being made within the United States or to, or for the account or benefit of, persons located or resident in the United States or to, or for the benefit of, U.S. Persons.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC as amended, including by Directive 2010/73/EU, and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
Information to Distributors Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, New Shares have been subject to a product approval process, which has determined: (i) such New Shares are compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II and each having (1) advanced knowledge and/or experience with financial products, (2) a long-term (>5 years) investment horizon, (3) general capital formation / asset optimization as investment objective, (4) the ability to bear losses (up to the total loss of the investment amount), and (5) a medium risk tolerance. (ii) The New Shares are eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of the MiFID II Product Governance Requirements) should note that: the price of New Shares may decline and investors could lose all or part of their investment; New Shares offer no guaranteed income and no capital protection; and an investment in New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the placement of the New Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the joint bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.
No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This information contains forward-looking statements that are based upon current views and assumptions of the Aroundtown management, which were made to its best knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of Aroundtown or the success of the housing industry to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving these documents are advised not to unreasonably rely on these forward-looking statements. Aroundtown does not assume any obligation to update such forward-looking statements and to adjust them to any future results and developments.
|1, Avenue du Bois|
|Grand Duchy of Luxembourg|
|Phone:||+357 2420 1312|
|ISIN:||LU1673108939, XS1508392625, XS1227093611, XS1336607715, XS1403685636, XS1449707055, XS1532877757, XS1540071724, XS1586386739, XS1649193403, XS1634523754|
|WKN:||A2DW8Z, A1871P, A1Z07A, A18V71, A180VY, A1839S, A1899S, A19A2V|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Stuttgart; Luxemburg|
|End of Announcement||DGAP News Service|