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 PROPERTY HOLDINGS PLC ANNOUNCES THE SUBSTITUTION TO ATF NETHERLANDS B.V. AS THE PRIMARY DEBTOR OF ITS SERIES D BONDS AND SERIES E BONDS. AROUNDTOWN PROPERTY HOLDINGS PLC HAS APPLIED FOR ADMISSION FOR LISTING OF ITS SERIES D BONDS AND SERIES E BONDS TO THE REGULATED MARKET OF THE IRISH STOCK EXCHANGE AND WILL TAP IT'S SERIES E BONDS

2 November 2016.

Aroundtown Property Holdings plc (Aroundtown) and its wholly-owned subsidiary ATF Netherlands B.V. (ATF) announce today that Prudential Trustee Company Limited, as trustee in respect of Aroundtown's EUR600,000,000 1.50% bonds due 2022 (the Series D Bonds) and EUR500,000,000 1.50% bonds due 2024 (the Series E Bonds) (the Series D Bonds and the Series E Bonds, together the Bonds), has agreed to the substitution of ATF in place of Aroundtown as the primary debtor in respect of the Bonds (the Substitution). In connection with the Substitution, Aroundtown has granted an unconditional and irrevocable guarantee of ATF's obligations under the Bonds, including all payment obligations under the Bonds.

Aroundtown and ATF have applied for admission for listing of the Bonds to the official list of the Irish Stock Exchange and to trading on its regulated market, the Main Securities Market.

Aroundtown and ATF also announce today their intention to tap the Series E Bonds (the Existing E Bonds) by issuing additional bonds (the New E Bonds). The New E Bonds will be issued by ATF and will be unconditionally and irrevocably guaranteed by Aroundtown.

The New E Bonds will have the same terms and conditions as the Existing E Bonds and together they will form a single, consolidated series. The New E Bonds will be admitted to trading alongside and at the same time as the Existing E Bonds on the regulated market of the Irish Stock Exchange.

Aroundtown intends to use the amount raised by the issue of the New E Bonds to fund Aroundtown's growth strategy and to re-finance and/or repay existing debt.

About ATF
ATF is a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) and is registered in the Dutch Trade Register of the Chamber of Commerce under registration number 66965209.

About Aroundtown
Aroundtown Property Holdings plc (ISIN: CY0105562116, trading symbol: AT1 on Frankfurt Stock Exchange/Xetra; ALATP on Euronext) is a public limited liability company incorporated 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 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 PROPERTY HOLDINGS PLC. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A NUMBER OF FACTORS.