Aroundtown Property Holdings Plc. / Key word(s): Miscellaneous
13.04.2016 08:29
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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AROUNDTOWN PROPERTY HOLDINGS PLC LAUNCHES INCENTIVISED CONVERSION
OFFER FOR ITS EUR450,000,000 3.00% CONVERTIBLE BONDS DUE 2020
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).
The Conversion Offer and the Share Placing
13 April 2016. Further to its announcement yesterday, 12 April 2016,
Aroundtown Property Holdings Plc (the Offeror) invites the holders (the
Bondholders) of its EUR450,000,000 3.00% Convertible Bonds due 2020
(ISIN: XS1227093611) (the Bonds) to offer to exercise their Conversion
Rights (as defined in the terms and conditions of the Bonds (the
Conditions)) to convert their Bonds into ordinary shares (the Ordinary
Shares) of the Offeror for a cash commission (the Commission), to be
determined pursuant to the modified Dutch auction procedure described
below (the Modified Dutch Auction Procedure) (such invitation, the
Conversion Offer).
In addition, the Offeror invites Bondholders to offer up to 65 million
of the Ordinary Shares which would otherwise have been delivered to
them upon the conversion of any Participating Bonds (as defined below)
for sale to purchasers procured pursuant to the accelerated
bookbuilding process (the Accelerated Bookbuild) announced yesterday,
12 April 2016, at a price of EUR4.10 per Ordinary Share (the Share
Purchase Price) (such invitation, the Share Placing).
Any Bondholder who wishes to participate in the Share Placing will, in
addition to submitting an Offer Instruction (as described below), be
required to enter into a stock borrow arrangement with the Dealer
Manager prior to settlement of the Accelerated Bookbuild and such
Bondholder will be required to pay any fees to Citigroup that are
customary in respect of such stock borrow arrangement. For the
avoidance of doubt, the Offeror will not participate in any of the
stock borrow arrangements put in place to facilitate the Share Placing,
nor pay any fees in respect of the Share Placing.
The Conversion Offer and the Share Placing are being made on the terms
and subject to the conditions contained in this announcement (including
the offer and distribution restrictions set out below). See also
"Further Terms and Conditions of the Conversion Offer and the Share
Placing" below.
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.
Modified Dutch Auction Procedure
In order to participate in the Conversion Offer and the Share Placing,
a Bondholder (or an approved counterparty on its behalf) must contact
the Dealer Manager (using the contact details below) by the Expiration
Deadline (as defined below) to confirm (i) the principal amount of
Bonds to be offered by it for conversion pursuant to the Conversion
Offer, (ii) the proposed commission for such Bonds, and (iii) the
number of Ordinary Shares that would arise from the conversion of such
Bonds that are to be offered (if any) by it for sale pursuant to the
Share Placing (each such offer of Bonds for conversion and, if
applicable, Ordinary Shares for sale, an Offer Instruction).
Offer Instructions may be submitted in respect of (i) the Conversion
Offer only (a Bond Only Instruction) or (ii) both the Conversion Offer
and the Share Placing (a Combined Bond + Delta Placing Instruction).
See also "Further Terms and Conditions of the Conversion Offer and the
Share Placing - Offer Instructions" below.
Under the Modified Dutch Auction Procedure, the Offeror will determine,
in its sole discretion, following the Expiration Deadline, (i) the
aggregate principal amount of Bonds (if any) accepted for conversion
pursuant to the Conversion Offer (the Final Bonds Acceptance Amount)
and (ii) a single Commission (expressed as a euro cash amount per
EUR100,000 in principal amount of the Bonds so accepted for conversion
pursuant to the Conversion Offer), in each case taking into account the
aggregate principal amount of Bonds offered for conversion pursuant to
the Conversion Offer and the commissions specified (or deemed to be
specified, as set out below) by Bondholders in their Offer
Instructions.
If the Offeror decides to accept any Bonds for conversion pursuant to
the Conversion Offer, the Offeror intends to accept:
(i) all Bonds offered for conversion pursuant to valid Bond Only
Instructions which specify commissions that are less than or equal to the
Commission in full with no pro rata scaling; and
(ii) any Bonds offered for conversion pursuant to valid Combined Bond +
Delta Placing Instructions which specify commissions that are less than or
equal to the Commission, subject to any pro rata scaling that may be
applicable, as described below under "Maximum Share Placing Amount in
respect of Combined Bond + Delta Placing Instructions".
The Offeror will not accept any Bonds offered for conversion at
commissions higher than the Commission.
If the Offeror decides to accept any Ordinary Shares for placing
pursuant to the Share Placing, the Offeror intends to accept an
aggregate number of such Ordinary Shares up to the Maximum Share
Placing (as defined below) (the final number of Ordinary Shares (if
any) so accepted for placing, the Final Shares Acceptance Number).
Offer Period
The offer period (the Offer Period) during which Bondholders may
contact the Dealer Manager in order to participate in the Conversion
Offer and/or the Share Placing (as described above) commences, today,
13 April 2016, and expires at 8.00 p.m. (Central European Time) on 13
April 2016 (the Expiration Deadline), unless the Conversion Offer is
extended, re-opened, amended and/or terminated by the Offeror in its
sole discretion.
Maximum Share Placing Amount in respect of Combined Bond + Delta
Placing Instructions
If the Offeror decides to accept any offer of Ordinary Shares for placing
pursuant to valid Combined Bond + Delta Placing Instructions which specify
commissions that are less than or equal to the Commission, the Offeror
currently proposes to accept up to 65 million Ordinary Shares, although the
Offeror reserves the right, in its sole discretion, to accept significantly
less than (or none of) such number of Ordinary Shares for placing pursuant
to the Share Placing (such amount, as the same may be significantly
decreased, the Maximum Share Placing). If the Offeror decides to accept
any Ordinary Shares for placing pursuant to valid Combined Bond + Delta
Placing Instructions which specify commissions that are less than or equal
to the Commission and the number of Ordinary Shares so offered is greater
than the Final Shares Acceptance Number, the Offeror intends to accept such
Ordinary Shares for placing on a pro rata basis, and each such offer of
Ordinary Shares for placing will be scaled by the Scaling Factor (as
defined below).
In the circumstances described in the paragraph above where Ordinary Shares
are offered pursuant to valid Combined Bond + Delta Placing Instructions
which specify commissions that are less than or equal to the Commission are
to be accepted on a pro rata basis, if the Offeror decides to accept any
Bonds for conversion which are the subject of such Combined Bond + Delta
Placing Instructions, the Offeror intends to accept such Bonds for
conversion on a pro rata basis, and each such offer of Bonds for conversion
will be scaled by a scaling factor equal to the Scaling Factor.
See also "Further Terms and Conditions of the Conversion Offer and the
Share Placing - Scaling" below.
Announcement of Results
The Offeror will announce as soon as reasonably practicable on 14 April
2016 (i) its decision whether to accept valid offers of Bonds for
conversion pursuant to the Conversion Offer and, if so accepted, the
Final Bonds Acceptance Amount, (ii) its decision whether to accept
(subject to satisfaction or waiver of the Accelerated Bookbuild
Condition (as defined below) on or prior to the Settlement Date) any
Ordinary Shares for placing pursuant to the Share Placing, and if so
accepted, the Final Shares Acceptance Number, and (iii) details of any
scaling applicable to valid Combined Bond + Delta Placing Instructions
which specify commissions that are less than or equal to the
Commission.
Indicative Timetable for the Conversion Offer and Share Placing
Events Times and Dates (All times are Central
European Time)
Commencement of the Offer Wednesday, 13 April 2016
Period
Expiration Deadline 8.00 p.m. on Wednesday, 13 April 2016
Announcement of Results As soon as reasonably practicable on
Thursday, 14 April 2016
Settlement Date and Payment of Expected to be no later than Tuesday, 17
any Commission May 2016
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
Citigroup Centre
Canada Square
London E14 5LB
United Kingdom
Telephone: +44 (20) 7986 0015
Attention: Equity Syndicate
Email: [email protected] / [email protected] /
[email protected] / [email protected]
FURTHER TERMS AND CONDITIONS OF THE CONVERSION OFFER AND THE SHARE
PLACING
Conversion Price
Further to its announcement yesterday, 12 April 2016, the Offeror
confirms that the Conversion Price in effect at the commencement of the
Offer Period is EUR3.4395.
Accelerated Bookbuild Condition
Whether the Offeror will accept any Ordinary Shares for placement with
purchasers pursuant to the Share Placing is subject, without
limitation, to the successful settlement (in the sole determination of
the Offeror) of the Accelerated Bookbuild (the Accelerated Bookbuild
Condition).
Settlement
The Offeror will pay the Commission at the time of settlement expected
to be no later than 17 May 2016, unless extended by the Offeror in its
sole discretion (such deadline as the same may be extended, the
Settlement Date), for any Bonds (the Participating Bonds) which (i) are
accepted by it for conversion pursuant to the Conversion Offer and (ii)
in respect of which Conversion Rights are exercised in accordance with
the Conditions before 4.00 p.m. (Central European Time) on 20 April
2016, unless extended by the Offeror in its sole discretion, all as
further described in this announcement.
It is a term of the Share Placing that, subject to satisfaction or
waiver of the Accelerated Bookbuild Condition, any Ordinary Shares
which have been accepted for placement with purchasers pursuant to the
Share Placing shall be transferred to the Dealer Manager by the
relevant Bondholder at the time of settlement on the Settlement Date
and in consideration therefor the relevant Share Purchase Price will,
subject to satisfaction or waiver of the Accelerated Bookbuild
Condition, be paid to such Bondholder upon receipt of such Ordinary
Shares by the Dealer Manager.
If the Offeror decides to accept any valid Bond Only Instructions
and/or any valid Combined Bond + Delta Placing Instructions, the Dealer
Manager will contact each Bondholder (or approved counterparty, if
applicable) who has previously submitted a Bond Only Instruction or a
Combined Bond + Delta Placing Instruction, as applicable, in each case
which specify commissions that are less than or equal to the
Commission, to confirm the principal amount of Bonds so accepted for
conversion and, if applicable, the number of Ordinary Shares so
accepted for placing. Upon receiving such confirmation from the Dealer
Manager, the relevant Bondholder (or approved counterparty, if
applicable) must arrange for a Conversion Notice (as defined in the
Conditions) in respect of the Bonds so accepted for conversion to be
submitted in accordance with the Conditions by deadline specified
above, and provide a copy of such Conversion Notice to the Dealer
Manager using the contact details specified above.
Each Bondholder shall indemnify the Offeror and the Dealer Manager
against all and any losses, costs, claims, liabilities, expenses,
charges, actions or demands which either of them may incur or which may
be made against either of them as a result of any breach of any of the
terms of, or any of the agreements, acknowledgements, representations,
warranties and/or undertakings given in connection with the Conversion
Offer and/or the Share Placing (in each case, including any acceptance
thereof) by any Bondholder.
Scaling
If the Offeror decides to accept valid offers of Bonds for conversion
pursuant to valid Bond Only Instructions, it will accept for conversion
all such Bonds offered pursuant to valid Bond Only Instructions which
specify commissions that are less than or equal to the Commission with
no pro rata scaling.
If the Offeror decides to accept any Ordinary Shares for placing
pursuant to valid Combined Bond + Delta Placing Instructions which
specify commissions that are less than or equal to the Commission and
the aggregate number of Ordinary Shares validly offered by Bondholders
for placing pursuant to such Combined Bond + Delta Placing Instructions
is greater than the Final Shares Acceptance Number, the Offeror intends
to accept such Ordinary Shares for placing on a pro rata basis and, for
the purpose of such acceptance, each such offer of Ordinary Shares will
be scaled by a factor (the Scaling Factor) equal to (i) the Final
Shares Acceptance Number divided by (ii) the aggregate number of
Ordinary Shares validly offered for placing (subject to adjustment to
allow for the aggregate number of Ordinary Shares accepted for placing,
following the rounding of offers of Ordinary Shares for placing
described in the next sentence, to equal the Final Shares Acceptance
Number exactly). Each offer of Ordinary Shares for placing that is
scaled in this manner will be rounded down to the nearest whole number
of Ordinary Shares.
In the circumstances described above in which Ordinary Shares offered
for placing pursuant to valid Combined Bond + Delta Placing
Instructions which specify commissions that are less than or equal to
the Commission are to be accepted on a pro rata basis, each offer of
Bonds for conversion pursuant to such Combined Bond + Delta Placing
Instructions will be scaled by a factor equal to the Scaling Factor
(subject to adjustment to allow for each offer of Bonds for conversion
to be rounded down to the nearest EUR100,000 in principal amount). No
offers of Bonds for conversion will be accepted to the extent such
scaling would result in the relevant Bondholder offering Bonds for
conversion in an aggregate principal amount of less than EUR100,000 in
principal amount.
Offer Instructions
An Offer Instruction may only be submitted by a Bondholder who has an
account with the Dealer Manager or is otherwise an approved counterparty of
the Dealer Manager.
Offer Instructions must also be submitted (including after the application
of any scaling) (i) in respect of a minimum principal amount of Bonds of
EUR100,000, being the minimum denomination of the Bonds, and may thereafter
be submitted in integral multiples of such amount, and (ii) in the case of
Combined Bond + Delta Placing Instructions, in respect of a whole number of
Ordinary Shares.
Offer Instructions are irrevocable and Bondholders will not have withdrawal
rights with respect to Bonds offered for conversion pursuant to the
Conversion Offer and, if applicable, Ordinary Shares offered for purchase
pursuant to the Share Placing.
If an Offer Instruction specifies a commission that is not in
increments of EUR250, such commission will be rounded to the nearest
EUR250 for the purposes of the Modified Dutch Auction (with any
increment of EUR125 being rounded upwards).
Bonds that are not successfully offered and accepted for conversion by the
Offeror pursuant to the Conversion Offer will remain outstanding and remain
subject to the Conditions.
By submitting an Offer Instruction, each Bondholder shall, and any approved
counterparty submitting such Offer Instruction on behalf of such
Bondholder(s) shall in respect of itself and each such Bondholder, be
deemed to agree, and acknowledge, represent, warrant and undertake, to the
Offeror and the Dealer Manager the following at the Expiration Deadline,
the time of submission of any Conversion Notice and the time of settlement
on the Settlement Date:
(i) it is not a person to whom it is unlawful to make an invitation
pursuant to the Conversion Offer or the Share Placing under applicable
securities laws and it has (before submitting, or arranging for the
submission on its behalf, as the case may be, of the Offer Instruction)
complied with all laws and regulations applicable to it for the purposes of
its participation in the Conversion Offer and, if applicable, the Share
Placing;
(ii) either (i) it is not located in the United States and is not
participating in the Conversion Offer and, if applicable, the Share Placing
from the United States or (ii) 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 Conversion Offer and/or the Share Placing from
the United States;
(iii) it is not located or resident in Italy;
(iv) it is not located or resident in the United Kingdom or, if it is
located or resident in the United Kingdom, it is a person falling within
the definition of investment professionals (as defined in Article 19(5) of
the Financial Promotion Order), or to whom this announcement and any other
documents or materials relating to the Conversion Offer and the Share
Placing may otherwise lawfully be communicated in accordance with the
Financial Promotion Order;
(v) it is not located or resident in France or, if it is located or
resident in France, it is a (i) provider 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 investor (investisseur qualifié)
other than an individual (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), acting on its own account;
(vi) it is not located or resident in Cyprus or, if it is located or
resident in Cyprus, it is a "professional client" as defined in the
Investment Services and Activities and Regulated Markets Law, Law
144(I)/2007 (as amended);
(vii) it is not located or resident in Canada;
(viii) it understands that acceptance by the Offeror of Bonds for
conversion pursuant to the Conversion Offer or Ordinary Shares for placing
pursuant to the Share Placing will constitute a binding agreement between
it and the Offeror in accordance with, and subject to, the terms of the
Conversion Offer and/or the Share Placing, as applicable; and
(ix) it has paid any issue, transfer or other taxes or requisite payments
due from it in each respect in connection with any offer or acceptance in
any jurisdiction.
General
The Offeror is under no obligation to accept any Offer Instructions. Any
Offer Instruction may be rejected in the sole discretion of the Offeror for
any reason and the Offeror is under no obligation to Bondholders to furnish
any reason or justification for such a rejection.
Bondholders are responsible for complying with all of the procedures for
offering Bonds for conversion pursuant to the Conversion Offer and, if
applicable, offering Ordinary Shares for placing pursuant to the Share
Placing. Neither the Offeror nor the Dealer Manager assumes any
responsibility for informing any Bondholder of irregularities with respect
to such Bondholder's participation in the Conversion Offer or the Share
Placing.
The Conversion Offer, each Offer Instruction, any conversion of Bonds
pursuant to the Conversion Offer, the Share Placing, any placing of
Ordinary Shares pursuant to the Share Placing and any non-contractual
obligations arising out of or in connection with the foregoing, shall be
governed by and construed in accordance with English law. By submitting an
Offer Instruction, the relevant Bondholder irrevocably and unconditionally
agrees for the benefit of the Offeror and the Dealer Manager that the
courts of England are to have exclusive jurisdiction to settle any disputes
that may arise out of or in connection with the Conversion Offer, the Share
Placing or such Offer Instruction and that, accordingly, any suit, action
or proceedings arising out of or in connection with the foregoing may be
brought in such courts.
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).
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 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, this announcement does not discuss 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 (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 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.
13.04.2016 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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