NOT FOR DISTRIBUTION IN OR INTO 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 OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "DISTRIBUTION RESTRICTIONS" BELOW).

AROUNDTOWN PROPERTY HOLDINGS PLC
EUR 450 MILLION ,3% CONVERTIBLE BONDS DUE 2020

06 April 2017

Aroundtown Property Holdings Plc (the Company) is entering into negotiations with certain holders (the Bondholders) of its EUR 450 million, 3% Convertible Bonds due 2020 (ISIN: XS1227093611) (the Bonds) pursuant to which such Bondholders may be incentivized to agree to exercise their Conversion Rights (as defined in the terms and conditions of the Bonds) to convert their Bonds into ordinary shares (the Ordinary Shares) of the Company.

About the Company
Aroundtown Property Holdings Plc (trading symbol: AT1 on Frankfurt Stock Exchange/Xetra; ALATP on Euronext) is a specialist real estate company focused on value-add income generating properties primarily in the German real estate markets. Aroundtown Property Holdings Plc (ISIN: CY0105562116) is a public limited liability company incorporated in 2004 under the laws of Cyprus, having its registered office at Artemidos & Nikou Dimitriou, 54 B, 6027, Larnaca, Cyprus (registered number HE148223).

Contact:
Timothy Wright
T: +357-2420-1312
E: [email protected]
www.aroundtownholdings.com

DISCLAIMER

This announcement contains important information which should be read carefully before any decision is made with respect to an Incentivised Conversion. If any Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial and/or legal advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial or legal adviser. In view of the number of different jurisdictions where tax laws may apply to a Bondholder, this announcement does not discuss the tax consequences for Bondholders arising from any conversion of Bonds pursuant to an Incentivised Conversion. None of the Company nor any of its directors, employees or affiliates makes any recommendation as to whether Bondholders should convert their Bonds pursuant to an Incentivised Conversion.

Whether or not any Incentivised Conversion is completed, from time to time, the Company may, to the extent permitted by applicable law, continue to acquire Bonds, including through open market purchases and privately negotiated transactions, or otherwise, in each case upon such terms and at such prices as they may determine.

The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or any laws of or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offer of any Ordinary Shares will be made in the United States.

DISTRIBUTION RESTRICTIONS

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, any such restrictions. Nothing in this announcement or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell (i) Bonds in any circumstances or (ii) Ordinary Shares in any circumstances in which such offer or solicitation is unlawful.