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
Aroundtown Property Holdings plc ("Aroundtown" or the "Company") today announces the successful placement of the following transactions:
Aroundtown has successfully placed the Capital Increase which was announced by it today. A total of 93 million New Shares were placed with institutional investors, at a placement price of EUR 4.58 per New Share with issue volume of around EUR 426 million.
The pre-emptive rights of the Company's existing shareholders with respect to the Capital Increase and the allotment of New Shares were disapplied and/or waived.
Upon issuance, the New Shares will carry full dividend rights and will be fully paid up.
The New Shares will be admitted to trading with the Company's existing shares and are expected to be included in the existing quotation for the Company’s shares on 12 May 2017.
In connection with the Tender Offer to all holders of Convertible Bonds which was announced by the Company today, the Company has accepted tenders of Convertible Bonds for purchase for cash or exchange into New Shares at a price of EUR 4.58 per New Share, in an aggregate principal amount of EUR 55.3 million.
Settlement of the Tender Offer is expected to occur on 12 May 2017. Upon settlement the outstanding aggregate principal amount of Convertible Bonds will be reduced from EUR 128.7 million to EUR 73.4 million.
Upon the settlement of the Tender Offer and under the terms and conditions of the Convertible Bonds, the Purchaser may redeem all of the Convertible Bonds at their principal amount, together with accrued but unpaid interest.
The proceeds from the Capital Increase will primarily be used to finance the Tender Offer and the redemption of the remaining Convertible Bonds. 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 acted 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 acted 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.
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.