DGAP-News: Aroundtown Property Holdings Plc. / Key word(s): Miscellaneous/Real Estate
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 PROVIDES GUIDANCE ON THE COMMISSION FOR THE INCENTIVISED CONVERSION
OFFER FOR ITS EUR450,000,000 3.00% CONVERTIBLE BONDS DUE 2020
The Conversion Offer and the Share Placing
13 April 2016. Further to its announcement earlier today, 13 April 2016 (the Launch Announcement), Aroundtown Property Holdings Plc (the Offeror) announces guidance on the Commission (as defined in the Launch Announcement) that the Offeror will pay in the Conversion Offer (as defined in the Launch Announcement).
The Conversion Offer and the Share Placing (as defined in the Launch Announcement) are being made on the terms and subject to the conditions contained in the Launch Announcement (including the offer and distribution restrictions set out below). Capitalised terms used in this announcement but not defined have the meanings given to them in the Launch Announcement.
Citigroup Global Markets Limited will act as dealer manager (the Dealer Manager) for the Conversion Offer and the Share Placing, the contact details for which are set out below.
Guidance on Commission
The Offeror now announces that it intends that the final Commission will be between EUR2,000 and EUR4,000 per EUR100,000.
The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Conversion Offer and/or the Share Placing at any time (subject to applicable law) and the above times and dates are subject to the right of the Offeror to so extend, re-open, amend and/or terminate the Conversion Offer and/or the Share Placing.
Questions and requests for assistance in connection with the Conversion Offer and the Share Placing may be directed to the Dealer Manager.
THE DEALER MANAGER
Citigroup Global Markets Limited
About Aroundtown Property Holdings Plc
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, The Offeror 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).
This announcement and the Launch Announcement contain important information which should be read carefully before any decision is made with respect to the Conversion Offer or the Share Placing. If any Bondholder 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. In view of the number of different jurisdictions where tax laws may apply to a Bondholder, neither this announcement nor the Launch Announcement discusses the tax consequences for Bondholders arising from any offer of Bonds for conversion pursuant to the Conversion Offer or, if applicable, the placing of Ordinary Shares by or on behalf of a Bondholder pursuant to the Share Placing. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to offer such Bonds for conversion pursuant to the Conversion Offer and, if applicable, offer the relevant Ordinary Shares in respect of such Bonds for placing pursuant to the Share Placing. The Dealer Manager is acting exclusively for the Offeror and no one else in connection with the arrangements described in this announcement and the Launch Announcement (other than any stock borrow arrangements with the Bondholders which will be the subject of direct arrangements between the relevant Bondholders and the Dealer Manager) and will not be responsible to anyone other than the Offeror for providing the protections afforded to customers of the Dealer Manager or for advising any other person in connection with the Conversion Offer or the Share Placing. None of the Offeror, the Dealer Manager nor any of their respective directors, employees or affiliates makes any recommendation as to whether Bondholders should offer Bonds for conversion pursuant to the Conversion Offer or offer Ordinary Shares for placing pursuant to the Share Placing.
Neither the Dealer Manager nor its directors, employees or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Conversion Offer, the Share Placing, the Offeror, any of its affiliates, the Bonds or the Ordinary Shares contained in this announcement or the Launch Announcement or for any failure by the Offeror to disclose events that may have occurred and may affect the significance or accuracy of such information.
The Offeror has entered into a Dealer Manager Agreement with the Dealer Manager which contains certain provisions regarding payment of fees, expense reimbursement and indemnity arrangements. The Dealer Manager and its affiliates have provided and continue to provide certain investment banking services to the Offeror for which they have received and will receive compensation that is customary for services of such nature.
Whether or not the Conversion Offer and/or the Share Placing is completed, from time to time during or after the end of the Offer Period, the Offeror and/or the Dealer Manager may, to the extent permitted by applicable law, continue to acquire Bonds, including through open market purchases and privately negotiated transactions, or otherwise, and to place Ordinary Shares with investors, in each case upon such terms and at such prices as they may determine.
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 the Offeror and the Dealer Manager to inform themselves about, and to observe, any such restrictions. Nothing in this announcement or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell (i) Bonds in any circumstances or (ii) Ordinary Shares in any circumstances in which such offer or solicitation is unlawful.
United States. Neither the Conversion Offer nor the Share Placing is being made, and 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 Conversion Offer and the Share Placing 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 Conversion Offer nor the Ordinary Shares offered for placing pursuant to the Share Placing by any such use, means, instrumentality or facility or from within the United States. Any purported offer of Bonds for conversion or any purported offer of Ordinary Shares pursuant to the Share Placing resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer of Bonds or any purported offer of Ordinary Shares pursuant to the Share Placing 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 offering Bonds for conversion pursuant to the Conversion Offer and, if applicable, participating in the Share Placing will represent that it is not located in the United States and is not offering Bonds for conversion pursuant to the Conversion Offer and, if applicable, participating in the Share Placing 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 offer Bonds for conversion pursuant to the Conversion Offer and, if applicable, participate in the Share Placing 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 them in, into or from the United States.
Italy. The Conversion Offer and the Share Placing are not being made, directly or indirectly, in the Republic of Italy (Italy). The Conversion Offer, the Share Placing and any other documents or materials relating to the Conversion Offer or the Share Placing have 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 Conversion Offer, the Share Placing, nor any other offering material relating to the Conversion Offer or the Share Placing, may be distributed or made available in the Italy and (ii) no marketing, promotional, informative or solicitation activity can be performed in the Italy. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Conversion Offer or the Share Placing.
United Kingdom. The communication of this announcement and any other documents or materials relating to the Conversion Offer and the Share Placing 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 Conversion Offer nor the Share Placing is being 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 Conversion Offer or the Share Placing 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 Conversion Offer and the Share Placing. 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 Conversion Offer and the Share Placing 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).
Canada. The Ordinary Shares have not been, and will not be, qualified for sale under the securities laws of Canada or any province or territory thereof. Accordingly neither the Conversion Offer nor the Share Placing is or will be available, directly or indirectly, in Canada or to or for the benefit of any resident of Canada. None of this announcement or any other document or material relating to the Conversion Offer and/or the Share Placing may be distributed or delivered in Canada other than in compliance with applicable securities laws.