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(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
AROUNDTOWN PROPERTY HOLDINGS PLC ANNOUNCES A PLACING OF
NEW ORDINARY SHARES VIA AN ACCELERATED BOOKBUILD
12 April 2016
Aroundtown Property Holdings Plc (Aroundtown) announces a placing of
approx. 60 million new ordinary shares at a placement price to be
determined via an accelerated bookbuilding process arranged by
Citigroup Global Markets Limited (as Sole Global Coordinator and Joint
Bookrunner) and Joh. Berenberg Gossler & Co. KG and UBS Limited (each a
Joint Bookrunner) (such placing, the Equity Placing). The purpose of
the Equity Placing is to facilitate an offer by Aroundtown to holders
(the Bondholders) of its EUR 450 million 3% Convertible Bonds due 2020
(ISIN: XS1227093611) (the Bonds) to convert their Bonds into ordinary
shares of Aroundtown before maturity for a cash commission to be
determined pursuant to an auction procedure (such invitation, the
Conversion Offer). As a result of this measure, Aroundtown will have
accelerated the conversion of the Bonds thereby increasing free float,
liquidity and tradability of the shares and reducing LTV.
Aroundtown intends to make the Conversion Offer to Bondholders as soon as
reasonably practicable following completion of the Equity Placing. In
addition, Bondholders will have the option to sell in the Equity Placing
ordinary shares they will receive as a result of the incentivised
conversion (such participation by Bondholders in the Equity Placing, the
Share Placing). Accordingly, if Bondholders accept the Conversion Offer and
the Share Placing in full, up to 130,832,969 ordinary shares representing
the unissued authorised share capital underlying the Bonds will be issued
as a result of the Conversion Offer and approx. 60 million shares will be
sold in the market as a result of the Share Placing.
In the event that Bondholders do not fully avail themselves of the
Conversion Offer and the Share Placing, Aroundtown will utilise its
authorised share capital to issue additional new shares up to the maximum
of 60 million shares to enable the Equity Placing. Aroundtown intends to
use the proceeds from such additional equity capital raised to fund further
planned investments. The final number of additional new shares issued, if
any, will be communicated following completion of the Conversion Offer to
Bondholders. The shares sold by the Bondholders and the additional new
shares (if any) will not exceed the number of shares placed in the Equity
Placing.
For the avoidance of doubt, Aroundtown reserves the right in its sole
discretion to decide not to make the Conversion Offer to Bondholders and is
not under any obligation to Bondholders to furnish any reason or
justification for any such decision.
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. For the 12 months ending 31 December 2015, Aroundtown
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 contains important information which should be read
carefully before any decision is made with respect to (i) the Equity
Placing or (ii) the Conversion Offer and the Share Placing (the Conversion
Offer and the Share Placing, together the Offer) (if any). If any
Bondholder or other investor 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.
Citigroup Global Markets Limited (Citigroup) will act as Sole Global
Coordinator and Joint Bookrunner for the Equity Placing and dealer manager
for the Offer (if any). Each of Joh. Berenberg Gossler & Co. KG (Berenberg)
and UBS Limited (UBS) will act as a Joint Bookrunner for the Equity
Placing. In view of the number of different jurisdictions where tax laws
may apply to investors, this announcement does not discuss the tax
consequences for investors arising from the Equity Placing. Citigroup,
Berenberg and UBS are acting exclusively for Aroundtown and no one else in
connection with the Equity Placing and will not be responsible to anyone
other than Aroundtown for providing the protections afforded to customers
of Citigroup, Berenberg and UBS or for advising any other person in
connection with the Equity Placing. None of Aroundtown, Citigroup,
Berenberg, UBS nor any of their respective directors, employees or
affiliates makes any recommendation as to whether investors should
participate in the Equity Placing or whether Bondholders should participate
in the Offer (if any).
None of Citigroup, Berenberg, UBS nor any of their respective directors,
employees or affiliates assumes any responsibility for the accuracy or
completeness of the information concerning the Equity Placing, the Offer
(if any), Aroundtown, any of its affiliates, the Bonds or the ordinary
shares (the Ordinary Shares) described in this announcement or for any
failure by Aroundtown to disclose events that may have occurred and may
affect the significance or accuracy of such information.
In connection with the Equity Placing, each of Citigroup, Berenberg and UBS
and any of their respective affiliates, acting as investors for their own
accounts, may subscribe for or purchase Ordinary Shares and in that
capacity may retain, purchase, sell, offer to sell or otherwise deal for
their own accounts in Ordinary Shares and any other securities of
Aroundtown or related investments in connection with the Ordinary Shares or
Aroundtown or otherwise. Accordingly, references to the Ordinary Shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, Citigroup, Berenberg and UBS and any of
their respective affiliates acting as investors for their own accounts.
None of Citigroup, Berenberg nor UBS intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal
or regulatory obligations to do so.
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 Aroundtown, Citigroup, Berenberg and UBS to inform
themselves about, and to observe, any such restrictions.
Nothing in this announcement or the electronic transmission thereof
constitutes (i) an offer to sell or the solicitation of an offer to buy
Ordinary Shares in any circumstances in which such offer or solicitation is
unlawful or (ii) an offer to buy or the solicitation of an offer to sell
Bonds.
European Economic Area. In member states of the European Economic Area, the
Ordinary Shares are being offered pursuant to the Equity Placing only to
qualified investors within the meaning of Directive 2003/71/EC, as amended,
in accordance with the respective regulations of each member state in which
the Ordinary Shares are being offered.
United States. The Offer (if any) 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
Offer (if any) 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 Offer
(if any) by any such use, means, instrumentality or facility or from within
the United States. Any purported offer of Bonds for conversion resulting
directly or indirectly from a violation of these restrictions will be
invalid and any purported offer of Bonds for conversion 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 participating in the Offer (if any) will represent
that it is not located in the United States and is not participating in
the Offer (if any) 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 participate in the Offer (if any)
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 it in,
into or from the United States.
Italy. The Offer (if any) is not being made, directly or indirectly, in
the Republic of Italy. The Offer (if any) and any other documents or
materials relating to the Offer (if any) will 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 Offer (if any) nor any other offering material relating
to the Offer (if any) may be distributed or made available in the
Republic of Italy and (ii) no marketing, promotional, informative or
solicitation activity can be performed in the Republic of Italy. Each
intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with
the Offer (if any).
United Kingdom. The communication of this announcement and any other
documents or materials relating to the Equity Placing and/or the Offer
(if any) 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 Equity Placing nor the Offer (if any) will be 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 Equity Placing and/or Offer (if any) 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 Equity
Placing and the Offer (if any). 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 Equity Placing and/or the
Offer (if any) 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 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 Equity Placing nor the Offer (if any)
is or will be available, and each Joint Bookrunner has represented and
agreed that it has not offered, sold or distributed and will not offer,
sell or distribute any shares, directly or indirectly, in Canada or to
or for the benefit of any resident of Canada, other than in compliance
with applicable securities laws. None of this announcement or any other
document or material relating to the Equity Placing and/or Offer (if
any) may be distributed or delivered, and each Joint Bookrunner has
also represented and agreed that it has not and will not distribute or
deliver any offering material in connection with any offering of
shares, in Canada other than in compliance with applicable securities
laws.
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