Dissemination of a Corporate News, transmitted by DGAP - a service of EQS
Group AG.
The issuer / publisher is solely responsible for the content of this announcement.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, 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
Launches pre-IPO convertible bond offering
27 April 2015.
The Board of Directors of Aroundtown Property Holdings PLC (the "Company")
has decided to issue senior, unsecured convertible bonds convertible into
new ordinary shares having a par value of EUR 0.01 (the "Shares") of the
Company (the "Bonds"). The Bonds (each with denomination of EUR 100,000)
will be offered only to institutional investors outside the United States,
Australia, Japan, South Africa and any other jurisdiction in which offers
or sales of the Bonds would be prohibited by applicable law (the
"Offering").
The Offering will comprise a placing of Bonds by the Company, with a total
placement volume of up to EUR 300 million and initially convertible into up
to approximately 84.99 million Shares, representing up to approximately
14.5% of the fully diluted share capital of the Company (subject to any
adjustment of the conversion ratio pursuant to the terms and conditions of
the Bonds).
The Bonds will have a maturity of five years. The Bonds will be issued at
95.68% of their principal amount, will carry a nominal coupon of 3% p. a.,
payable semi-annually in arrear, and will be redeemed at maturity at par.
The initial conversion price will be set at a conversion premium of 30.74%
above the reference share price. Settlement of the Offering is expected to
take place on or around 1 May 2015.
The Company intends to apply for the inclusion of the Bonds to trading on
the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.
The Company intends to use the amount raised in the Offering to fund the
Company's growth strategy.
The Company is also considering, subject to market conditions, to admit to
trading part or all of the outstanding share capital of the Company (an
"IPO"). If an IPO has not occurred on or prior to 1 May 2016, each holder
of Bonds will have the right to require the Company to redeem all or some
only of its Bonds at 110% of their issue price.
About the Company
Aroundtown Property Holdings PLC is a specialist real estate company
focused on investing in and managing, directly and indirectly, turnaround
opportunities in the real estate property market primarily in Germany.
Aroundtown Property Holdings PLC is a public limited liability company
incorporated under the laws of Cyprus, having its registered office at 2
Faros Avenue Spyros Thalassines Alkyonides, 7560 Pervolia, Larnaca, Cyprus
(registered number HE148223).
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 THE COMPANY OR
ANY OF THE JOINT BOOKRUNNERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE
PROSPECTUS DIRECTIVE.
THIS ANNOUNCEMENT IS DIRECTED AT AND CAN ONLY BE DISTRIBUTED IN CANADA TO
PERSONS PURCHASING UNDER THE "MINIMUM AMOUNT INVESTMENT" EXEMPTION PROVIDED
IN SECTION 2.10 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS AND REGISTRATION
EXEMPTIONS.
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.
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