Aroundtown SA (IRSH)
Aroundtown and TLG agree on issuer substitution for TLG's outstanding Senior
Bonds and Perpetual Notes
28-Jul-2020 / 11:37 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
*NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE
U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN
MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(THE 'UNITED STATES') OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO PUBLISH OR DISTRIBUTE THIS
DOCUMENT.*
*Aroundtown and TLG agree on issuer substitution for TLG's outstanding
Senior Bonds and Perpetual Notes *
28 July 2020 - Aroundtown SA (the '*Company*') agreed with its subsidiary
TLG IMMOBILIEN AG ('*TLG*') on the substitution of the Company in place of
TLG as the obligor for TLG's outstanding Senior Bonds and Perpetual Notes
(each a '*Substitution*'). The process of Substitutions are in preparation
of the realisation of financial synergies identified by the Company and TLG
following the successful completion of the Company's voluntary public
takeover offer in February 2020.
Under the arrangements made, the Company shall be substituted in place of
TLG as debtor under the EUR?400,000,000?1.375% Bonds due November 2024
(ISIN?XS1713475215), hereof EUR?141,500,000 outstanding, the
EUR?600,000,000?1.500% Bonds due May 2026 (ISIN?XS1843435501) and the
EUR?600,000,000?0.375% Bonds due September? 2022 (ISIN?XS2010044464) (the
'*TLG Senior Bonds*'). The Substitution under the TLG Senior Bonds will take
place in application of a substitution clause pursuant to the relevant terms
and conditions of each of the TLG Senior Bonds. TLG will remain a guarantor
under the TLG Senior Bonds. Upon effectiveness of the Substitution of the
TLG Senior Bonds, which is expected take place within the next weeks, the
Company will become the issuer and obligor under the TLG Senior Bonds. The
terms and conditions of the TLG Senior Bonds will remain unchanged in any
other respect.
Further, the Company agreed with TLG as guarantor and TLG's wholly owned
subsidiary TLG Finance S.à r.l. as issuer of the EUR 600,000,000 undated
subordinated Notes with a first call date in September 2024 (ISIN:
XS2055106210) ('*TLG Perpetual Notes*') that the Company shall be
substituted in place of TLG Finance S.à r.l. as issuer under the TLG
Perpetual Notes and that TLG shall be released from its obligations as a
guarantor. The envisaged Substitution of the issuer and release of the
guarantor will require an amendment to the terms and conditions of the TLG
Perpetual Notes. Therefore, TLG Finance S.à r.l. will seek the consent of
the holders of the TLG Perpetual Notes in a vote without meeting to be held
in accordance with the terms of the German Act on Debt Securities
(_Schuldverschreibungsgesetz; SchVG_) and the terms and conditions of the
TLG Perpetual Notes. Further information on the desired Substitution under
the TLG Perpetual Notes including the time, form and process of the voting
will be made available to noteholders of the TLG Perpetual Notes in the form
provided by the terms and conditions of the TLG Perpetual Notes and
additionally on the website of TLG under the caption 'Investor Relations'
subsection 'Bonds'. Upon effectiveness of the Substitution under the TLG
Perpetual Notes, which would take place subject to the affirmative vote by
the noteholders, the Company will become the issuer and obligor under the
TLG Perpetual Notes.
As consideration for the Substitution, the Company and TLG have agreed that
the TLG Senior Bonds and the TLG Perpetual Notes will be replaced by
intra-group instruments that will effectively maintain the same capital
structure of TLG.
The pooling of capital market instruments on the level of the Company as the
new parent company of the Combined Group, is paving the way for realization
of potential future financial synergies as identified by the Company and
TLG.
*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 [1]
*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*) AND THE UNITED
KINGDOM, THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED
ONLY AT PERSONS WHO ARE 'QUALIFIED INVESTORS' WITHIN THE MEANING OF
REGULATION (EU) 2017/1129, AS AMENDED (THE *PROSPECTUS REGULATION*)
(*QUALIFIED INVESTORS*). ANY PERSON IN THE EEA OR THE UNITED KINGDOM 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 OR THE UNITED KINGDOM
OTHER THAN QUALIFIED INVESTORS, NOR HAVE THE SECURITIES BEEN ACQUIRED WITH A
VIEW TO THEIR OFFER OR RESALE IN THE EEA OR THE UNITED KINGDOM 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
REGULATION.
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: MSCL
TIDM: IRSH
LEI Code: 529900H4DWG3KWMBMQ39
Sequence No.: 78342
EQS News ID: 1103723
End of Announcement EQS News Service
1: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=09692bd211155561d46645b78030ae99&application_id=1103723&site_id=vwd&application_name=news
(END) Dow Jones Newswires
July 28, 2020 05:37 ET (09:37 GMT)
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