Events Times and Dates (All times are Central                                    European Time)

Commencement of the Offer Wednesday, 13 April 2016 Period

Expiration Deadline 8.00 p.m. on Wednesday, 13 April 2016
Announcement of Results As soon as reasonably practicable on Thursday, 14 April 2016
Settlement Date and Payment of Expected to be no later than Tuesday, 17 any Commission                     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

Telephone: +44 (20) 7986 0015
Attention: Equity Syndicate
Email: [email protected] / [email protected] / [email protected] / [email protected] 
     
FURTHER TERMS AND CONDITIONS OF THE CONVERSION OFFER AND THE SHARE     PLACING

    Conversion Price

Further to its announcement yesterday, 12 April 2016, the Offeror confirms that the Conversion Price in effect at the commencement of the     Offer Period is EUR3.4395.

    Accelerated Bookbuild Condition

Whether the Offeror will accept any Ordinary Shares for placement with purchasers pursuant to the Share Placing is subject, without limitation, to the successful settlement (in the sole determination of the Offeror) of the Accelerated Bookbuild (the Accelerated Bookbuild     Condition).

    Settlement

The Offeror will pay the Commission at the time of settlement expected to be no later than 17 May 2016, unless extended by the Offeror in its sole discretion (such deadline as the same may be extended, the Settlement Date), for any Bonds (the Participating Bonds) which (i) are accepted by it for conversion pursuant to the Conversion Offer and (ii) in respect of which Conversion Rights are exercised in accordance with the Conditions before 4.00 p.m. (Central European Time) on 20 April 2016, unless extended by the Offeror in its sole discretion, all as     further described in this announcement.

It is a term of the Share Placing that, subject to satisfaction or waiver of the Accelerated Bookbuild Condition, any Ordinary Shares which have been accepted for placement with purchasers pursuant to the Share Placing shall be transferred to the Dealer Manager by the relevant Bondholder at the time of settlement on the Settlement Date and in consideration therefor the relevant Share Purchase Price will, subject to satisfaction or waiver of the Accelerated Bookbuild Condition, be paid to such Bondholder upon receipt of such Ordinary     Shares by the Dealer Manager.

If the Offeror decides to accept any valid Bond Only Instructions and/or any valid Combined Bond + Delta Placing Instructions, the Dealer Manager will contact each Bondholder (or approved counterparty, if applicable) who has previously submitted a Bond Only Instruction or a Combined Bond + Delta Placing Instruction, as applicable, in each case which specify commissions that are less than or equal to the Commission, to confirm the principal amount of Bonds so accepted for conversion and, if applicable, the number of Ordinary Shares so accepted for placing. Upon receiving such confirmation from the Dealer Manager, the relevant Bondholder (or approved counterparty, if applicable) must arrange for a Conversion Notice (as defined in the Conditions) in respect of the Bonds so accepted for conversion to be submitted in accordance with the Conditions by deadline specified above, and provide a copy of such Conversion Notice to the Dealer Manager using the contact details specified above.
Each Bondholder shall indemnify the Offeror and the Dealer Manager against all and any losses, costs, claims, liabilities, expenses, charges, actions or demands which either of them may incur or which may be made against either of them as a result of any breach of any of the terms of, or any of the agreements, acknowledgements, representations, warranties and/or undertakings given in connection with the Conversion Offer and/or the Share Placing (in each case, including any acceptance     thereof) by any Bondholder.

    Scaling

If the Offeror decides to accept valid offers of Bonds for conversion pursuant to valid Bond Only Instructions, it will accept for conversion all such Bonds offered pursuant to valid Bond Only Instructions which specify commissions that are less than or equal to the Commission with     no pro rata scaling.

If the Offeror decides to accept any Ordinary Shares for placing pursuant to valid Combined Bond + Delta Placing Instructions which specify commissions that are less than or equal to the Commission and the aggregate number of Ordinary Shares validly offered by Bondholders for placing pursuant to such Combined Bond + Delta Placing Instructions is greater than the Final Shares Acceptance Number, the Offeror intends to accept such Ordinary Shares for placing on a pro rata basis and, for the purpose of such acceptance, each such offer of Ordinary Shares will be scaled by a factor (the Scaling Factor) equal to (i) the Final Shares Acceptance Number divided by (ii) the aggregate number of Ordinary Shares validly offered for placing (subject to adjustment to allow for the aggregate number of Ordinary Shares accepted for placing, following the rounding of offers of Ordinary Shares for placing described in the next sentence, to equal the Final Shares Acceptance Number exactly). Each offer of Ordinary Shares for placing that is scaled in this manner will be rounded down to the nearest whole number     of Ordinary Shares.

In the circumstances described above in which Ordinary Shares offered for placing pursuant to valid Combined Bond + Delta Placing Instructions which specify commissions that are less than or equal to the Commission are to be accepted on a pro rata basis, each offer of Bonds for conversion pursuant to such Combined Bond + Delta Placing Instructions will be scaled by a factor equal to the Scaling Factor (subject to adjustment to allow for each offer of Bonds for conversion to be rounded down to the nearest EUR100,000 in principal amount). No offers of Bonds for conversion will be accepted to the extent such scaling would result in the relevant Bondholder offering Bonds for conversion in an aggregate principal amount of less than EUR100,000 in     principal amount.

    Offer Instructions

An Offer Instruction may only be submitted by a Bondholder who has an account with the Dealer Manager or is otherwise an approved counterparty of the Dealer Manager.

Offer Instructions must also be submitted (including after the application of any scaling) (i) in respect of a minimum principal amount of Bonds of EUR100,000, being the minimum denomination of the Bonds, and may thereafter be submitted in integral multiples of such amount, and (ii) in the case of Combined Bond + Delta Placing Instructions, in respect of a whole number of Ordinary Shares.

Offer Instructions are irrevocable and Bondholders will not have withdrawal rights with respect to Bonds offered for conversion pursuant to the Conversion Offer and, if applicable, Ordinary Shares offered for purchase pursuant to the Share Placing.
If an Offer Instruction specifies a commission that is not in increments of EUR250, such commission will be rounded to the nearest EUR250 for the purposes of the Modified Dutch Auction (with any     increment of EUR125 being rounded upwards).

Bonds that are not successfully offered and accepted for conversion by the Offeror pursuant to the Conversion Offer will remain outstanding and remain subject to the Conditions.

By submitting an Offer Instruction, each Bondholder shall, and any approved counterparty submitting such Offer Instruction on behalf of such Bondholder(s) shall in respect of itself and each such Bondholder, be deemed to agree, and acknowledge, represent, warrant and undertake, to the Offeror and the Dealer Manager the following at the Expiration Deadline, the time of submission of any Conversion Notice and the time of settlement on the Settlement Date:

(i) it is not a person to whom it is unlawful to make an invitation pursuant to the Conversion Offer or the Share Placing under applicable securities laws and it has (before submitting, or arranging for the submission on its behalf, as the case may be, of the Offer Instruction) complied with all laws and regulations applicable to it for the purposes of its participation in the Conversion Offer and, if applicable, the Share Placing;

(ii) either (i) it is not located in the United States and is not participating in the Conversion Offer and, if applicable, the Share Placing from the United States or (ii) it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Conversion Offer and/or the Share Placing from the United States;

(iii) it is not located or resident in Italy;

(iv) it is not located or resident in the United Kingdom or, if it is located or resident in the United Kingdom, it is a person falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order), or to whom this announcement and any other documents or materials relating to the Conversion Offer and the Share Placing may otherwise lawfully be communicated in accordance with the Financial Promotion Order;

(v) it is not located or resident in France or, if it is located or resident in France, it is a (i) provider 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 investor (investisseur qualifié) other than an individual (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), acting on its own account;

(vi) it is not located or resident in Cyprus or, if it is located or resident in Cyprus, it is a "professional client" as defined in the Investment Services and Activities and Regulated Markets Law, Law 144(I)/2007 (as amended);

(vii) it is not located or resident in Canada;

(viii) it understands that acceptance by the Offeror of Bonds for conversion pursuant to the Conversion Offer or Ordinary Shares for placing pursuant to the Share Placing will constitute a binding agreement between it and the Offeror in accordance with, and subject to, the terms of the Conversion Offer and/or the Share Placing, as applicable; and
(ix) it has paid any issue, transfer or other taxes or requisite payments due from it in each respect in connection with any offer or acceptance in any jurisdiction.

General

The Offeror is under no obligation to accept any Offer Instructions. Any Offer Instruction may be rejected in the sole discretion of the Offeror for any reason and the Offeror is under no obligation to Bondholders to furnish any reason or justification for such a rejection.

Bondholders are responsible for complying with all of the procedures for offering Bonds for conversion pursuant to the Conversion Offer and, if applicable, offering Ordinary Shares for placing pursuant to the Share Placing. Neither the Offeror nor the Dealer Manager assumes any responsibility for informing any Bondholder of irregularities with respect to such Bondholder's participation in the Conversion Offer or the Share Placing.

The Conversion Offer, each Offer Instruction, any conversion of Bonds pursuant to the Conversion Offer, the Share Placing, any placing of Ordinary Shares pursuant to the Share Placing and any non-contractual obligations arising out of or in connection with the foregoing, shall be governed by and construed in accordance with English law. By submitting an Offer Instruction, the relevant Bondholder irrevocably and unconditionally agrees for the benefit of the Offeror and the Dealer Manager that the courts of England are to have exclusive jurisdiction to settle any disputes that may arise out of or in connection with the Conversion Offer, the Share Placing or such Offer Instruction and that, accordingly, any suit, action or proceedings arising out of or in connection with the foregoing may be brought in such courts.
    About Aroundtown Property Holdings Plc

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).

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 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, this announcement does not discuss 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 (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 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.


13.04.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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