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Aroundtown Property Holdings Plc. / Miscellaneous - High Priority
Aroundtown Property Holdings Plc. announces a capital increase of
approximately 65 million new shares and an offer to holders of outstanding
convertible bonds maturing in 2020 to tender their bonds for cash or
exchange into new shares
09-May-2017 / 17:52 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group AG.
The issuer 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, 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 announces a capital increase of
approximately 65 million new shares and an offer to holders of outstanding
convertible bonds maturing in 2020 to tender their bonds for cash or
exchange into new shares*
_9 May 2017_
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:
- a capital increase through the issuance of approximately 65 million new
shares (the '*New Shares*') for cash with the intention to generate proceeds
via an accelerated bookbuilding process (the '*Capital Increase*'); and
- an invitation to holders of the outstanding Aroundtown convertible bonds
due 2020 (the '*Convertible Bonds*', ISIN: XS1227093611) to make offers to
sell their Convertible Bonds for cash or to exchange into New Shares (the
'*Tender* *Offer*').
*Capital Increase*
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*').
*Tender Offer*
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.
*Use of Proceeds*
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.
*About the Company*
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
EUR268 million, an FFO I of EUR166 million and a profit of EUR901 million.
As of 31 December 2016 the EPRA NAV was EUR3.9 billion (EUR4.9 per share)
and EPRA NAV including perpetual notes was EUR4.3 billion (EUR5.4 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).
*Contact*
Timothy Wright
T: +357-2420-1312
E: info@aroundtownholdings.com
www.aroundtownholdings.com [1]
*Disclaimer *
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.
The EQS Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de/ukreg
Language: English
Company: Aroundtown Property Holdings Plc.
Faros, Shop 2, Spyros Thalassines Alkyonides
7560 Larnaca
Cyprus
Phone: +357 2420 1312
E-mail: info@aroundtownholdings.com
Internet: www.aroundtownholdings.com
ISIN: CY0105562116, XS1508392625, XS1227093611, XS1336607715,
XS1403685636, XS1449707055, XS1532877757, XS1540071724,
XS1586386739
WKN: A14QGA, A1871P, A1Z07A, A18V71, A180VY, A1839S, A1899S,
A19A2V
Listed: Regulated Unofficial Market in Berlin, Stuttgart; Open Market
in Frankfurt; Dublin, Paris
Category Code: MSCH
TIDM: IRSH
Sequence No.: 4166
End of Announcement EQS News Service
571575 09-May-2017
1: http://public-cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=4345d7aea553619c4df169c105a35861&application_id=571575&site_id=vwd&application_name=news
(END) Dow Jones Newswires
May 09, 2017 11:53 ET (15:53 GMT)
