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
Today, Aroundtown Property Holdings plc ("Aroundtown" or the "Company"), with the approval of the board of directors, has resolved to concurrently launch the following transactions:
The board of directors of Aroundtown has resolved to launch the Capital Increase with immediate effect and to issue approximately 65 million New Shares for cash contributions and exchange of the Convertible Bonds under the Tender Offer as described below. The New Shares will carry full dividend rights as of 1 January 2017. Upon issuance, the New Shares will be fully entitled to receive dividends and will be fully paid up. The pre-emptive rights of the Company's existing shareholders with respect to the Capital Increase and the allotment of New Shares have been disapplied and/or waived.
The placement price per New Share (the "Placement Price") will be determined following the conclusion of an accelerated bookbuilding process.
The New Shares shall be offered to institutional investors by way of an accelerated bookbuilding.
The New Shares will be admitted to trading with the Company's existing shares, without a prospectus, and are expected to be included in the existing quotation for the Company’s shares on 12 May 2017 (the "Settlement Date").
The board of directors of Aroundtown has resolved to launch the Tender Offer and to authorize the Dealer Manager on behalf of the Company, to invite holders of the Convertible Bonds, with an outstanding aggregate nominal amount of approximately EUR 128.7 million, to tender to sell their Convertible Bonds for cash or to exchange into New Shares.
The purchase price per EUR 100,000 principal amount is the bond closing price on 9 May 2017 plus accrued interest up to, and including, the Settlement Date (the "Purchase Price"). Holders may submit an offer in respect of the Convertible Bonds prior to 19:45 CET today (the "Invitation Deadline"). Aroundtown will purchase or exchange into New Shares all Convertible Bonds in respect of which holders have submitted valid offers to sell or exchange by the Invitation Deadline. Settlement of the Tender Offer is expected to occur on the Settlement Date.
Holders who wish to subscribe for New Shares in the Capital Increase (i) can subscribe for New Shares for cash (as described above), or (ii) are invited to submit tender instructions to the Dealer Manager by the Invitation Deadline and to exchange all of their Convertible Bonds at the Purchase Price into an equivalent number of New Shares in the Capital Increase at the Placement Price (as described above). A holder requesting New Shares under the exchange offer will be allocated a number of New Shares per Convertible Bond in the Capital Increase equal to the number of New Shares corresponding to the Purchase Price divided by the Placement Price, rounded up to the nearest full Share.
The Tender Offer is not open to any persons located or resident in the United States or that are otherwise U.S. Persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended), or persons acting for the account or benefit of any such persons, or in any other jurisdiction where the Tender Offer or any participation therein would be unlawful.
The proceeds from the Capital Increase will primarily be used to finance the Tender Offer. The remaining proceeds will be used to finance the Company’s growth strategy and to re-finance and/or to repay existing debt.
Goldman Sachs International is acting as Sole Global Coordinator and, together with Citigroup Global Markets Limited, Joh. Berenberg Gossler & Co. KG and UBS Limited as Joint Bookrunners on the Capital Increase.
Joh. Berenberg Gossler & Co. KG is acting as Dealer Manager for the Tender Offer.
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 2016, Aroundtown generated an adjusted EBITDA of €268 million, an FFO I of €166 million and a profit of €901 million. As of 31 December 2016 the EPRA NAV was €3.9 billion (€4.9 per share) and EPRA NAV including perpetual notes was €4.3 billion (€5.4 per share).
Aroundtown Property Holdings plc (ISIN: CY0105562116) is a public limited liability company incorporated in 2004 under the laws of Cyprus, having its registered office at Artemidos & Nikou Dimitriou, 54 B, 6027, Larnaca, Cyprus (registered number HE148223).
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.
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.