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: [email protected]
www.aroundtown.de

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.