Aroundtown SA (IRSH)
AROUNDTOWN SA PUBLISHED OFFER DOCUMENT FOR THE VOLUNTARY TENDER OFFER OF TLG
IMMOBILIEN AG
18-Dec-2019 / 19:01 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
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, CANADA, AUSTRALIA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF APPLICABLE LAWS OR REGULATIONS*
*AROUNDTOWN PUBLISHED OFFER DOCUMENT FOR THE VOLUNTARY TENDER OFFER OF TLG
IMMOBILIEN AG *
*-ACCEPTANCE PERIOD STARTS TODAY-*
_18 December 2019_
Following today's approval of the offer document by the German Federal
Financial Supervisory Authority (BaFin), Aroundtown SA ('Aroundtown')
announces the start of the acceptance period for the voluntary tender offer
for all outstanding shares in TLG IMMOBILIEN AG ('TLG'). The acceptance period
starts today, December 18, 2019, and ends on January 21, 2020. As previously
announced, Aroundtown is offering 3.6 new Aroundtown shares for each TLG
share.
Aroundtown's and TLG's board of directors and executive management teams are
supportive of the combination of the two companies on the basis of accretive
long-term value creation potential for both shareholder groups. Additionally,
Aroundtown has secured shareholder support from TLG's largest shareholder by
entering into an irrevocable agreement of up to approx. 28% of TLG's shares
subject to certain conditions.
Shmuel Mayo, CEO of Aroundtown: 'We encourage TLG shareholders to accept our
offer, as a high acceptance ratio would further increase the combined
company's free float post merger which would pave the way for the entrance
into larger indices such as the DAX. A high acceptance ratio will enable the
combined company to integrate swiftly and will therefore accelerate our
envisaged synergy realization, creating value for both shareholder groups.'
TLG shareholders will receive the instruction for participation from their
custodian bank.
During the Acceptance Period, Aroundtown will publish regular updates of the
acceptance ratio in accordance with the legal requirements. After the
announcement of results the additional acceptance period will commence, which
is expected to end on February 7, 2020. Further information on the offer can
be found in the offer document and the prospectus which are available on
Aroundtown's website under the following link:
English version:
https://www.aroundtown.de/investor-relations/bonds/takeover-offer-tlg-immobili
en-ag/ [1]
German version:
https://www.aroundtown.de/investor-relations/uebernahmeangebot-tlg-immobilien-
ag/ [2]
*About the Company*
Aroundtown SA (symbol: AT1), trading on the Prime Standard of the Frankfurt
Stock Exchange, is the largest listed and highest rated (BBB+ by S&P) German
commercial real estate company. Aroundtown invests in income generating
quality properties with value-add potential in central locations in top tier
European cities mainly 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 40, Rue du Curé, L-1368 Luxembourg, Grand Duchy of
Luxembourg.
*Contact *
Timothy Wright
T: +352 285 7741
E: info@aroundtown.de
www.aroundtown.de [3]
*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 AROUNDTOWN OR ANY OF THE MANAGERS OF A PROSPECTUS PURSUANT TO
ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.
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
SA. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A NUMBER OF FACTORS.
ISIN: LU1673108939, XS1227093611, XS1336607715, XS1403685636,
XS1449707055, XS1532877757, XS1540071724, XS1586386739,
XS1649193403, XS1700429308, XS1715306012, XS1761721262,
XS1815135352, XS1753814141, CH0398677689, XS1857310814
Category Code: TEN
TIDM: IRSH
LEI Code: 529900H4DWG3KWMBMQ39
Sequence No.: 36325
EQS News ID: 939837
End of Announcement EQS News Service
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(END) Dow Jones Newswires
December 18, 2019 13:01 ET (18:01 GMT)
