Aroundtown Property Holdings Plc. : Launches pre-IPO convertible bond offering

27.04.2015

Aroundtown Property Holdings Plc. / Key word(s): Miscellaneous
27.04.2015 02:19

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.


THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS

AROUNDTOWN PROPERTY HOLDINGS PLC
Launches pre-IPO convertible bond offering

27 April 2015.  

The Board of Directors of Aroundtown Property Holdings PLC (the "Company") has decided to issue senior, unsecured convertible bonds convertible into new ordinary shares having a par value of EUR 0.01 (the "Shares") of the Company (the "Bonds"). The Bonds (each with denomination of EUR 100,000) will be offered only to institutional investors outside the United States, Australia, Japan, South Africa and any other jurisdiction in which offers or sales of the Bonds would be prohibited by applicable law (the "Offering").

The Offering will comprise a placing of Bonds by the Company, with a total placement volume of up to EUR 300 million and initially convertible into up to approximately 84.99 million Shares, representing up to approximately 14.5% of the fully diluted share capital of the Company (subject to any adjustment of the conversion ratio pursuant to the terms and conditions of the Bonds).

The Bonds will have a maturity of five years. The Bonds will be issued at 95.68% of their principal amount, will carry a nominal coupon of 3% p. a., payable semi-annually in arrear, and will be redeemed at maturity at par. The initial conversion price will be set at a conversion premium of 30.74% above the reference share price. Settlement of the Offering is expected to take place on or around 1 May 2015.

The Company intends to apply for the inclusion of the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.
The Company intends to use the amount raised in the Offering to fund the Company's growth strategy.

The Company is also considering, subject to market conditions, to admit to trading part or all of the outstanding share capital of the Company (an "IPO"). If an IPO has not occurred on or prior to 1 May 2016, each holder of Bonds will have the right to require the Company to redeem all or some only of its Bonds at 110% of their issue price.

About the Company 

Aroundtown Property Holdings PLC is a specialist real estate company focused on investing in and managing, directly and indirectly, turnaround opportunities in the real estate property market primarily in Germany. Aroundtown Property Holdings PLC is a public limited liability company incorporated under the laws of Cyprus, having its registered office at 2 Faros Avenue Spyros Thalassines Alkyonides, 7560 Pervolia, Larnaca, Cyprus (registered number HE148223).

Contact: 
T:  +357-2442-7851
www.aroundtownholdings.com 

Press Contact: 
T:  +357-2442-7851
E:  [email protected] Disclaimer:

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.

THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED IN THE UNITED KINGDOM TO (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), (II) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED FALLING WITHIN ARTICLE 49 OF THE ORDER, AND (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS COMMUNICATION MUST NOT BE READ, ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT 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"), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC, AS AMENDED (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"). ANY PERSON IN THE EEA WHO ACQUIRES THE SECURITIES IN ANY OFFER (AN "INVESTOR") OR TO WHOM ANY OFFER OF THE SECURITIES IS MADE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED INVESTOR. ANY INVESTOR WILL ALSO BE DEEMED TO HAVE REPRESENTED AND AGREED THAT ANY SECURITIES ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN ACQUIRED ON BEHALF OF PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS, NOR HAVE THE SECURITIES BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BY THE COMPANY OR ANY OF THE JOINT BOOKRUNNERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.

THIS ANNOUNCEMENT IS DIRECTED AT AND CAN ONLY BE DISTRIBUTED IN CANADA TO PERSONS PURCHASING UNDER THE "MINIMUM AMOUNT INVESTMENT" EXEMPTION PROVIDED IN SECTION 2.10 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS AND REGISTRATION EXEMPTIONS.

THIS ANNOUNCEMENT MAY CONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS AND OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES, FUTURE FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TO ANY SUCH STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT SUBJECT TO RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF AROUNDTOWN PROPERTY HOLDINGS PLC. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A NUMBER OF FACTORS.


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