DGAP-Ad-hoc: Aroundtown SA / Key word(s): Capital Increase/Real Estate
Aroundtown SA announces capital increase of 95 million shares
08-March-2018 / 17:39 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, 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 of Regulation (EU)
No 596/2014 on market abuse *
*AROUNDTOWN SA ANNOUNCES CAPITAL INCREASE OF 95 MILLION SHARES *
*Grand Duchy of Luxembourg, 8 March 2018, 17:09 CET*
The Board of Directors of Aroundtown SA ("*Aroundtown*" or the "*Company*")
resolved today to increase the Company's total share capital from EUR
9,481,140.21 by EUR 950,000 to EUR 10,431,140.21 through an issue of 95
million 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 948,114,021 shares
(the "*Existing Shares*") to 1,043,114,021 shares. The New Shares will carry
dividend rights for dividends in respect of fiscal year 2017 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 90 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 (symbol: AT1), is trading on the Prime Standard of the
Frankfurt Stock Exchange, and is the largest listed German commercial real
estate company.
Aroundtown invests in income generating quality properties with value-add
potential in central locations in top tier cities in Germany/NL.
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 [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.
Information to Distributors Solely for the purposes of the product
governance requirements contained within: (a) EU Directive 2014/65/EU on
markets in financial instruments, as amended ("MiFID II"); (b) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID
II; and (c) local implementing measures (together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer" (for the
purposes of the Product Governance Requirements) may otherwise have with
respect thereto, New Shares have been subject to a product approval process,
which has determined: (i) such New Shares are compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in MiFID
II and each having (1) advanced knowledge and/or experience with financial
products, (2) a long-term (>5 years) investment horizon, (3) general capital
formation / asset optimization as investment objective, (4) the ability to
bear losses (up to the total loss of the investment amount), and (5) a
medium risk tolerance. (ii) The New Shares are eligible for distribution
through all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of the MiFID II Product Governance
Requirements) should note that: the price of New Shares may decline and
investors could lose all or part of their investment; New Shares offer no
guaranteed income and no capital protection; and an investment in New Shares
is compatible only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks
of such an investment and who have sufficient resources to be able to bear
any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the placement of the New
Shares. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the joint bookrunners will only procure investors who meet the
criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of MiFID II;
or (b) a recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to the New
Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the New Shares and determining appropriate
distribution channels.
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.
08-March-2018 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
Grand Duchy of Luxembourg
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; Luxemburg
SDAX
End of Announcement DGAP News Service
661951 08-March-2018 CET/CEST
1: http://public-cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=4345d7aea553619c4df169c105a35861&application_id=661951&site_id=vwd&application_name=news
(END) Dow Jones Newswires
March 08, 2018 11:39 ET (16:39 GMT)
