Aroundtown Property Holdings Plc. : ANNOUNCES EXTENSION OF THE EXPIRATION DEADLINE FOR THE INCENTIVISED CONVERSION OFFER FOR ITS EUR450,000,000 3.00% CONVERTIBLE BONDS DUE 2020
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AROUNDTOWN PROPERTY HOLDINGS PLC ANNOUNCES EXTENSION OF THE EXPIRATION
DEADLINE FOR THE INCENTIVISED CONVERSION OFFER FOR ITS EUR450,000,000
3.00% CONVERTIBLE BONDS DUE 2020
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 "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
The Conversion Offer and the Share Placing
13 April 2016. Further to its first announcement earlier today, 13
April 2016 (the Launch Announcement), Aroundtown Property Holdings Plc
(the Offeror) announces an extension of the Expiration Deadline (as
defined below) for the Conversion Offer and the Share Placing (each as
defined in the Launch Announcement).
The Conversion Offer and the Share Placing are being made on the terms
and subject to the conditions contained in the Launch Announcement
(including the offer and distribution restrictions set out below), as
amended by way of this announcement. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Launch Announcement.
Citigroup Global Markets Limited will act as dealer manager (the Dealer
Manager) for the Conversion Offer and the Share Placing, the contact
details for which are set out below.
Offer Period
The Offeror has decided to extend the offer period (the Offer Period)
during which Bondholders may contact the Dealer Manager in order to
participate in the Conversion Offer and/or the Share Placing to expire
at 8.00 p.m. (Central European Time) on 14 April 2016 (the Expiration
Deadline). All references in the Launch Announcement to the Expiration
Deadline shall be deemed to refer to the deadline, as so amended.
Indicative Timetable for the Conversion Offer and Share Placing
Events Times and Dates (All times are Central
European Time)
Commencement of the Offer Period Wednesday, 13 April 2016
Expiration Deadline 8.00 p.m. on Thursday, 14 April 2016
Announcement of Results As soon as reasonably practicable on
Friday, 15 April 2016
Settlement Date and Payment of Expected to be no later than Tuesday,
any Commission 17 May 2016
The Offeror may, in its sole discretion, extend, re-open, amend, waive
any condition of or terminate the Conversion Offer and/or the Share
Placing at any time (subject to applicable law) and the above times and
dates are subject to the right of the Offeror to so extend, re-open,
amend and/or terminate the Conversion Offer and/or the Share Placing.
Questions and requests for assistance in connection with the Conversion
Offer and the Share Placing may be directed to the Dealer Manager.
THE DEALER MANAGER
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
London E14 5LB
United Kingdom
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. For the 12 months ending 31 December 2015, The Offeror
reported an adjusted EBITDA of EUR153 million and a net profit of EUR921
million. Total EPRA NAV as of 31 December 2015 amounts to EUR3.04 billion.
Aroundtown Property Holdings Plc (ISIN: CY0105562116) 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).
This announcement and the Launch Announcement contain important information
which should be read carefully before any decision is made with respect to
the Conversion Offer or the Share Placing. 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, neither this
announcement nor the Launch Announcement discusses the tax consequences for
Bondholders arising from any offer of Bonds for conversion pursuant to the
Conversion Offer or, if applicable, the placing of Ordinary Shares by or on
behalf of a Bondholder pursuant to the Share Placing. Any individual or
company whose Bonds are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity if it
wishes to offer such Bonds for conversion pursuant to the Conversion Offer
and, if applicable, offer the relevant Ordinary Shares in respect of such
Bonds for placing pursuant to the Share Placing. The Dealer Manager is
acting exclusively for the Offeror and no one else in connection with the
arrangements described in this announcement and the Launch Announcement
(other than any stock borrow arrangements with the Bondholders which will
be the subject of direct arrangements between the relevant Bondholders and
the Dealer Manager) and will not be responsible to anyone other than the
Offeror for providing the protections afforded to customers of the Dealer
Manager or for advising any other person in connection with the Conversion
Offer or the Share Placing. None of the Offeror, the Dealer Manager nor any
of their respective directors, employees or affiliates makes any
recommendation as to whether Bondholders should offer Bonds for conversion
pursuant to the Conversion Offer or offer Ordinary Shares for placing
pursuant to the Share Placing.
Neither the Dealer Manager nor its directors, employees or affiliates
assumes any responsibility for the accuracy or completeness of the
information concerning the Conversion Offer, the Share Placing, the
Offeror, any of its affiliates, the Bonds or the Ordinary Shares contained
in this announcement or the Launch Announcement or for any failure by the
Offeror to disclose events that may have occurred and may affect the
significance or accuracy of such information.
The Offeror has entered into a Dealer Manager Agreement with the Dealer
Manager which contains certain provisions regarding payment of fees,
expense reimbursement and indemnity arrangements. The Dealer Manager and
its affiliates have provided and continue to provide certain investment
banking services to the Offeror for which they have received and will
receive compensation that is customary for services of such nature.
Whether or not the Conversion Offer and/or the Share Placing is completed,
from time to time during or after the end of the Offer Period, the Offeror
and/or the Dealer Manager may, to the extent permitted by applicable law,
continue to acquire Bonds, including through open market purchases and
privately negotiated transactions, or otherwise, and to place Ordinary
Shares with investors, 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.
OFFER AND 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 each of the Offeror and the Dealer Manager 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.
United States. Neither the Conversion Offer nor the Share Placing is being
made, and will not be made, directly or indirectly in or into, or by use of
the mail of, or by any means or instrumentality of interstate or foreign
commerce of or of any facilities of a national securities exchange of, the
United States. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and other
forms of electronic communication. Accordingly, copies of this announcement
and any other documents or materials relating to the Conversion Offer and
the Share Placing are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed or forwarded (including,
without limitation, by custodians, nominees or trustees) in or into the
United States and the Bonds cannot be offered for conversion in the
Conversion Offer nor the Ordinary Shares offered for placing pursuant to
the Share Placing by any such use, means, instrumentality or facility or
from within the United States. Any purported offer of Bonds for conversion
or any purported offer of Ordinary Shares pursuant to the Share Placing
resulting directly or indirectly from a violation of these restrictions
will be invalid and any purported offer of Bonds or any purported offer of
Ordinary Shares pursuant to the Share Placing made by a person located in
the United States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within the
United States will be invalid and will not be accepted.
Each holder of Bonds offering Bonds for conversion pursuant to the
Conversion Offer and, if applicable, participating in the Share Placing
will represent that it is not located in the United States and is not
offering Bonds for conversion pursuant to the Conversion Offer and, if
applicable, participating in the Share Placing from the United States
or it is acting on a non-discretionary basis for a principal located
outside the United States that is not giving an order to offer Bonds
for conversion pursuant to the Conversion Offer and, if applicable,
participate in the Share Placing from the United States. For the
purposes of this and the above paragraph, United States means the
United States of America, 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 of
America and the District of Columbia.
Persons receiving this announcement must not distribute or send them
in, into or from the United States.
Italy. The Conversion Offer and the Share Placing are not being made,
directly or indirectly, in the Republic of Italy (Italy). The
Conversion Offer, the Share Placing and any other documents or
materials relating to the Conversion Offer or the Share Placing have
not been submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws
and regulations. Accordingly, (i) none of the Conversion Offer, the
Share Placing, nor any other offering material relating to the
Conversion Offer or the Share Placing, may be distributed or made
available in the Italy and (ii) no marketing, promotional, informative
or solicitation activity can be performed in the Italy. Each
intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with
the Conversion Offer or the Share Placing.
United Kingdom. The communication of this announcement and any other
documents or materials relating to the Conversion Offer and the Share
Placing is not being made and such documents and/or materials have not
been approved by an authorised person for the purposes of section 21 of
the Financial Services and Markets Act 2000. Accordingly, such
documents and/or materials are not being distributed to, and must not
be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom
falling within the definition of investment professionals (as defined
in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the Financial Promotion Order)) or
any other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
France. Neither the Conversion Offer nor the Share Placing is being
made, directly or indirectly, to the public in the Republic of France
(France). None of this announcement or any other document or material
relating to the Conversion Offer or the Share Placing has been or shall
be distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the account of
third parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers) and/or (ii) qualified
investors (investisseurs qualifiés) other than individuals, in each
case acting on their own account and all as defined in, and in
accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French
Code Monétaire et Financier, are eligible to participate in the
Conversion Offer and the Share Placing. This announcement has not
been, or will not be, submitted for clearance to or approved by the
Autorité des Marchés Financiers.
Republic of Cyprus. The communication of this announcement and any
other documents or materials relating to the Conversion Offer and the
Share Placing is not being made pursuant to the provisions of the
Public Offer and Prospectus Law, Law 114(I)/2005 (as amended) and the
provisions of the Cyprus Companies Law, Cap. 113 (as amended).
Accordingly, such documents and/or materials are not being distributed
to, and must not be passed on to the information distribution channels
or the public in Cyprus, nor (when distributed by a duly licensed
investment firm established or operating through a branch in Cyprus) to
any person in Cyprus other than a "professional client" as defined in
the Investment Services and Activities and Regulated Markets Law, Law
144(I)/2007 (as amended).
Canada. The Ordinary Shares have not been, and will not be, qualified
for sale under the securities laws of Canada or any province or
territory thereof. Accordingly neither the Conversion Offer nor the
Share Placing is or will be available, directly or indirectly, in
Canada or to or for the benefit of any resident of Canada. None of this
announcement or any other document or material relating to the
Conversion Offer and/or the Share Placing may be distributed or
delivered in Canada other than in compliance with applicable securities
laws.
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