Aroundtown Property Holdings Plc. / Key word(s): Miscellaneous
12.04.2016 22:46
Dissemination of a Corporate News, transmitted by DGAP - a service of EQS
Group AG.
The issuer / publisher is solely responsible for the content of this announcement.
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NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM,
AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
AROUNDTOWN PROPERTY HOLDINGS PLC ANNOUNCES SUCCESSFUL PLACEMENT OF ITS
ORDINARY SHARES
12, April 2016.
Following an accelerated book building process on 12 April 2016,
Aroundtown Property Holdings Plc (Aroundtown) has fixed the final
volume of the Equity Placing. The offer price per Share was EUR 4.10.
As a result of the Equity Placing, Aroundtown's share capital will be
increased from EUR 6,029,036.70 by EUR 650,000.00 to EUR 6,679,036.70 .
The Shares were successfully placed by Citigroup Global Markets Limited
(as Sole Global Coordinator and Joint Bookrunner) and Joh. Berenberg
Gossler & Co. KG and UBS Limited (each a Joint Bookrunner), with
institutional investors by way of private placement.
65,000,000 new ordinary shares with a par-value of EUR 0.01 each (the
Shares) will be issued. The Shares will be listed on the open market
(Alternext Paris Stock Exchange) of Euronext Paris and on the open
market of the Frankfurt Stock Exchange.
As announced earlier today, 12 April 2016, the purpose of the Equity
Placing was to facilitate a Conversion Offer by Aroundtown to holders
(the Bondholders) of its EUR450m 3% Convertible Bonds due 2020 (ISIN:
XS1227093611) (the Bonds) to convert their Bonds into ordinary shares
of Aroundtown for a cash commission. In addition, Bondholders will have
the option to sell in the Equity Placing ordinary shares they will
receive as a result of the Conversion Offer (such participation by
Bondholders in the Equity Placing, the Share Placing). The exact number
of Shares being issued pursuant to Bondholders converting their Bonds
will be communicated as soon as reasonably practicable following the
completion of the offer to Bondholders. In the event that Bondholders
do not fully avail themselves of the Conversion Offer and/or the Share
Placing, Aroundtown will issue new Shares from its authorised capital
and use the net proceeds from the equity capital raised to facilitate
further planned investments.
Capitalised terms used in this announcement but not defined have the
meanings given to them in the announcement made by Aroundtown earlier
today, 12 April 2016.
About the Company
Aroundtown Property Holdings Plc (trading symbol: AT1 on Frankfurt Stock
Exchange/Xetra; ALATP on Euronext) is a specialist real estate company
focused on value-add income generating properties primarily in the German
real estate markets. For the 12 months ending 31 December 2015, Aroundtown
reported an adjusted EBITDA of EUR153 million and a net profit of EUR921
million. Total EPRA NAV as of 31 December 2015 amounts to EUR3.04 billion.
Aroundtown Property Holdings Plc (ISIN: CY0105562116) is a public limited
liability company incorporated under the laws of Cyprus, having its
registered office at Artemidos & Nikou Dimitriou, 54 B, 6027, Larnaca,
Cyprus (registered number HE148223).
Contact:
Timothy Wright
T: +357-2420-1312
E: [email protected]
www.aroundtownholdings.com
DISCLAIMER
This announcement contains important information which should be read
carefully before any decision is made with respect to (i) the Equity
Placing or (ii) the Conversion Offer and the Share Placing (together the
Conversion Offer and the Share Placing, the Offer) (if any). If any
Bondholder or other investor is in any doubt as to the action it should
take, it is recommended to seek its own financial and/or legal advice,
including as to any tax consequences, from its broker, bank manager,
solicitor, accountant or other independent financial or legal adviser.
Citigroup Global Markets Limited (Citigroup) will act as Sole Global
Coordinator and Joint Bookrunner for the Equity Placing and dealer manager
for the Offer (if any). Each of Joh. Berenberg Gossler & Co. KG (Berenberg)
and UBS Limited (UBS) will act as a Joint Bookrunner for the Equity
Placing. In view of the number of different jurisdictions where tax laws
may apply to investors, this announcement does not discuss the tax
consequences for investors arising from the Equity Placing. Citigroup,
Berenberg and UBS are acting exclusively for Aroundtown and no one else in
connection with the Equity Placing and will not be responsible to anyone
other than Aroundtown for providing the protections afforded to customers
of Citigroup, Berenberg and UBS or for advising any other person in
connection with the Equity Placing. None of Aroundtown, Citigroup,
Berenberg, UBS nor any of their respective directors, employees or
affiliates makes any recommendation as to whether investors should
participate in the Equity Placing or whether Bondholders should participate
in the Offer (if any).
None of Citigroup, Berenberg, UBS nor any of their respective directors,
employees or affiliates assumes any responsibility for the accuracy or
completeness of the information concerning the Equity Placing, the Offer
(if any), Aroundtown, any of its affiliates, the Bonds or the ordinary
shares (the Ordinary Shares) described in this announcement or for any
failure by Aroundtown to disclose events that may have occurred and may
affect the significance or accuracy of such information.
In connection with the Equity Placing, each of Citigroup, Berenberg and UBS
and any of their respective affiliates, acting as investors for their own
accounts, may subscribe for or purchase Ordinary Shares and in that
capacity may retain, purchase, sell, offer to sell or otherwise deal for
their own accounts in Ordinary Shares and any other securities of
Aroundtown or related investments in connection with the Ordinary Shares or
Aroundtown or otherwise. Accordingly, references to the Ordinary Shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, Citigroup, Berenberg and UBS and any of
their respective affiliates acting as investors for their own accounts.
None of Citigroup, Berenberg nor UBS intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal
or regulatory obligations to do so.
The Ordinary Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended (the Securities Act) or
any laws of or with any securities regulatory authority of any state or
other jurisdiction of the United States, and may not be offered, sold,
pledged or otherwise transferred within the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and the securities laws of any state or
other jurisdiction of the United States. No public offer of any Ordinary
Shares will be made in the United States.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement comes
are required by each of Aroundtown, Citigroup, Berenberg and UBS to inform
themselves about, and to observe, any such restrictions.
Nothing in this announcement or the electronic transmission thereof
constitutes (i) an offer to sell or the solicitation of an offer to buy
Ordinary Shares in any circumstances in which such offer or solicitation is
unlawful or (ii) an offer to buy or the solicitation of an offer to sell
Bonds.
European Economic Area. In member states of the European Economic Area, the
Ordinary Shares are being offered pursuant to the Equity Placing only to
qualified investors within the meaning of Directive 2003/71/EC, as amended,
in accordance with the respective regulations of each member state in which
the Ordinary Shares are being offered.
United States. The Offer (if any) will not be made, directly or indirectly
in or into, or by use of the mail of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national
securities exchange of, the United States. This includes, but is not
limited to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. Accordingly, copies
of this announcement and any other documents or materials relating to the
Offer (if any) are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed or forwarded (including,
without limitation, by custodians, nominees or trustees) in or into the
United States and the Bonds cannot be offered for conversion in the Offer
(if any) by any such use, means, instrumentality or facility or from within
the United States. Any purported offer of Bonds for conversion resulting
directly or indirectly from a violation of these restrictions will be
invalid and any purported offer of Bonds for conversion made by a person
located in the United States or any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving instructions
from within the United States will be invalid and will not be accepted.
Each holder of Bonds participating in the Offer (if any) will represent
that it is not located in the United States and is not participating in
the Offer (if any) from the United States or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in the Offer (if any)
from the United States. For the purposes of this and the above
paragraph, United States means the United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the District of
Columbia.
Persons receiving this announcement must not distribute or send it in,
into or from the United States.
Italy. The Offer (if any) is not being made, directly or indirectly, in
the Republic of Italy. The Offer (if any) and any other documents or
materials relating to the Offer (if any) will not been submitted to the
clearance procedure of the Commissione Nazionale per le Società e la
Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly,
(i) none of the Offer (if any) nor any other offering material relating
to the Offer (if any) may be distributed or made available in the
Republic of Italy and (ii) no marketing, promotional, informative or
solicitation activity can be performed in the Republic of Italy. Each
intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with
the Offer (if any).
United Kingdom. The communication of this announcement and any other
documents or materials relating to the Equity Placing and/or the Offer
(if any) is not being made and such documents and/or materials have not
been approved by an authorised person for the purposes of section 21 of
the Financial Services and Markets Act 2000. Accordingly, such
documents and/or materials are not being distributed to, and must not
be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom
falling within the definition of investment professionals (as defined
in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the Financial Promotion Order)) or
any other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
France. Neither the Equity Placing nor the Offer (if any) will be made,
directly or indirectly, to the public in the Republic of France
(France). None of this announcement or any other document or material
relating to the Equity Placing and/or Offer (if any) has been or shall
be distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the account of
third parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers) and/or (ii) qualified
investors (investisseurs qualifiés) other than individuals, in each
case acting on their own account and all as defined in, and in
accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French
Code Monétaire et Financier, are eligible to participate in the Equity
Placing and the Offer (if any). This announcement has not been, or will
not be, submitted for clearance to or approved by the Autorité des
Marchés Financiers.
Republic of Cyprus. The communication of this announcement and any
other documents or materials relating to the Equity Placing and/or the
Offer (if any) is not being made pursuant to the provisions of the
Public Offer and Prospectus Law, Law 114(I)/2005 (as amended) and the
provisions of the Cyprus Companies Law, Cap. 113 (as amended).
Accordingly, such documents and/or materials are not being distributed
to, and must not be passed on to the information distribution channels
or the public in Cyprus, nor (when distributed by a duly licensed
investment firm established or operating through a branch in Cyprus) to
any person in Cyprus other than a "professional client" as defined in
the Investment Services and Activities and Regulated Markets Law, Law
144(I)/2007 (as amended).
12.04.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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