DGAP-Ad-hoc: Aroundtown SA / Key word(s): Capital Increase
Aroundtown SA ANNOUNCES CAPITAL INCREASE OF UP TO 75 MILLION SHARES
19-Oct-2017 / 17:44 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR, transmitted by
DGAP - a service of 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*
*Disclosure of inside information according to Article 17 MAR*
*AROUNDTOWN SA ANNOUNCES CAPITAL INCREASE OF UP TO 75 MILLION SHARES *
*Grand Duchy of Luxembourg, 19 October 2017, 17:40 CEST*
The Board of Directors of Aroundtown SA ("*Aroundtown*" or the "*Company*")
resolved today to increase the Company's total share capital from EUR
8,726,064.20 by EUR 750,000 through an issue of up to EUR 9,476,064.20 new
ordinary shares (the "*New Shares*") with a nominal value of EUR 0.01 each,
against cash contributions, by exercising the authorized capital of the
Company which will increase the current amount of 872,606,420 shares (the
"*Existing Shares*") to up to 947,606,420 shares. The New Shares will carry
dividend rights for dividends in respect of fiscal year 2016 and onward and
will rank pari passu with the Existing Shares.
The New Shares will be offered to institutional investors by means of a
private placement outside the United States in reliance on Regulation S
under the U.S. Securities Act of 1933, as amended, (the "*Securities Act*")
and in the United States only to persons reasonably believed to be qualified
institutional buyers ("*QIBs*") within the meaning of and in reliance on
Rule 144A under the Securities Act in compliance with any applicable
securities laws. The Existing Shares and the New Shares have not been and
will not be registered under the Securities Act.
The Company has agreed with the accompanying investment banks to abstain
from issuing any new shares within a period of 75 days.
The Board of Directors will specify the number of shares to be placed by
separate resolution.
The Company intends to use the net proceeds from the capital increase
primarily to fund the Company's growth strategy.
*About the Company*
Aroundtown SA (trading symbol: AT1 on the regulated market (Prime Standard)
of the Frankfurt Stock Exchange) is a specialist real estate company with a
focus on value-add and income generating properties primarily in the
German/NL real estate markets. Aroundtown SA (ISIN: LU1673108939) is a
public limited liability company (_société anonyme_) established under the
laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade
and Companies Register (_Registre de Commerce et des Sociétés Luxembourg_)
under number B217868, having its registered office at 1, Avenue du Bois,
L-1251 Luxembourg, Grand Duchy of Luxembourg.
*Contact *
Timothy Wright
T: +352 285 7741
E: info@aroundtownholdings.com
www.aroundtownholdings.com
*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.
19-Oct-2017 CET/CEST The DGAP Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Aroundtown SA
1, Avenue du Bois
1251 Luxembourg
Luxemburg
Phone: +357 2420 1312
E-mail: info@aroundtownholdings.com
Internet: www.aroundtownholdings.com
ISIN: LU1673108939, XS1508392625, XS1227093611, XS1336607715,
XS1403685636, XS1449707055, XS1532877757, XS1540071724,
XS1586386739, XS1649193403, XS1634523754
WKN: A2DW8Z, A1871P, A1Z07A, A18V71, A180VY, A1839S, A1899S, A19A2V
Indices: SDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Stuttgart; Paris, Luxemburg
SDAX
End of Announcement DGAP News Service
620695 19-Oct-2017 CET/CEST
(END) Dow Jones Newswires
October 19, 2017 11:44 ET (15:44 GMT)
