Ad-Hoc Announcement

TAG Immobilien AG to issue convertible bonds and simultaneously invite holders of its EUR 310 million 5.125% outstanding senior unsecured notes due 2018 (ISIN: XS0954227210) to offer their notes for purchase for cash

TAG Immobilien AG to issue convertible bonds and simultaneously invite holders of its EUR 310 million 5.125% outstanding senior unsecured notes due 2018 (ISIN: XS0954227210) to offer their notes for purchase for cash

TAG Immobilien AG / Key word(s): Bond

23-Aug-2017 / 07:46 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


Disclosure of an Inside Information
Pursuant to Art. 17 Abs. 1 of Regulation (EU) No. 596/2014 (Market Abuse Regulation)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE UNLAWFUL.

TAG Immobilien AG to issue convertible bonds and simultaneously invite holders of its EUR 310 million 5.125% outstanding senior unsecured notes due 2018 (ISIN: XS0954227210) to offer their notes for purchase for cash

Hamburg, August 23, 2017 - The management board of TAG Immobilien AG ("TAG" or the "Company") resolved today, with the approval of the supervisory board, concurrently to (i) launch the offering of convertible bonds in the nominal amount of up to EUR 277 million due September 2022 (the "Bonds"), and (ii) to invite holders of TAG's EUR 310 million outstanding senior unsecured notes due in August 2018 (the "2018 Notes") to offer such notes for purchase by TAG for cash (the "Invitation").

Convertible Bonds

The Bonds with an aggregated nominal amount of up to EUR 277 million and a denomination of EUR 100,000 per Bond will be convertible into up to 14.6 million newly issued or existing TAG bearer shares with no par value (the "Ordinary Shares") or may be repaid in cash. The Company is using an authorization from its annual general meeting in May 2017 for the issuance of the Bonds, which provides for an exclusion of the shareholders' pre-emptive rights (Bezugsrechte).

The Bonds will be issued and redeemed at 100% of their principal amount. The initial conversion premium will be between 30% and 35% above the reference share price, being the VWAP (volume weighted average price) of the Ordinary Shares on XETRA on the pricing date in the period between launch and pricing. The coupon will be between 0.125% and 0.625% p.a. payable semi-annually in arrears.

The final terms of the Bonds are expected to be announced later today through a press release and settlement is expected to take place on or around September 1, 2017. TAG intends to apply for inclusion of the Bonds to trading on the Open Market of the Frankfurt Stock Exchange subsequent to the settlement.

The Company will have the option to redeem the Bonds at their principal amount (plus accrued but unpaid interest) in accordance with the terms and conditions of the Bonds at any time (i) on or after September 1, 2020, if the price of the Ordinary Shares is equal to or exceeds 130% of the then prevailing conversion price over a specified period, or (ii) if 20% or less of the aggregate principal amount of the Bonds remains outstanding.

The Bonds will be placed in an accelerated bookbuilding only to institutional investors outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act") as well as outside of Australia, Canada, Japan and any other jurisdiction in which offers or sales of the Bonds would be prohibited by applicable law.

The net proceeds raised from the issue of the Bonds will be used for general corporate purposes including the refinancing of existing indebtedness of the Company.

Invitation to offer 2018 Notes for purchase

Moreover, the management board of TAG resolved today, with approval of the supervisory board, to invite the holders of the 2018 Notes to offer for purchase any and all of the 2018 Notes for cash by TAG at a price per Note of 104.6% of the principal amount of the 2018 Note (equal to EUR 1,046.00 per 2018 Note) (excluding accrued interest). In addition, TAG will pay interest accrued on the purchased 2018 Notes from and including the interest payment date for the 2018 Notes immediately preceding the Settlement Date (as described below) up to but excluding the Settlement Date.

The Invitation shall enable holders of the 2018 Notes to benefit from a redemption opportunity at a fixed price ahead of the maturity date without any trading risk, whilst the Company may simultaneously further streamline its balance sheet and financing structure.

The Invitation commences on August 23, 2017, and will expire at 5 pm CET on September 12, 2017, unless amended, extended, re-opened or terminated by TAG (such time and date, as the same may be extended, the "Invitation Deadline").

The settlement will be promptly after the Invitation Deadline in respect of such 2018 Notes that have been (i) validly offered for purchase (and not validly revoked) at or prior to the Invitation Deadline, and (ii) accepted for purchase by TAG in accordance with the terms, conditions and restrictions of the Invitation as described in the tender offer memorandum dated as of August 23, 2017 (the "Tender Offer Memorandum"). The "Settlement Date" is expected to be on or around September 14, 2017.

TAG reserves the right, in its sole and absolute discretion, not to accept any offer of 2018 Notes for purchase, or to extend and/or terminate the Invitation.

The Invitation will not be made to any persons located or resident in the United States or that are otherwise U.S. Persons (as defined under the Securities Act), or persons acting for the account or benefit of any such persons, or in any other jurisdiction where the Invitation or any participation therein would be unlawful.

The holders of the 2018 Notes who wish to offer their 2018 Notes for purchase for cash pursuant to the Invitation are not obliged to subscribe for the Bonds nor will they, under any circumstances, receive any Bonds in consideration for their 2018 Notes offered for purchase by TAG.

Contact:

TAG Immobilien AG
Investor & Public Relations
Steckelhörn 5
20457 Hamburg
+49 40 380 32 305
ir@tag-ag.com

DISCLAIMER

This publication may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This publication is for information purposes only and does not constitute or form part of, and should not be construed as an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities of TAG Immobilien AG. There has not been, and will not be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction in circumstances which would require the Issuer of the Bonds to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction.

This publication does not constitute an offer to sell or a solicitation of an offer to purchase any securities of TAG Immobilien AG in the United States. The securities of TAG Immobilien AG referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the laws of any state within the United States, and may not be offered or sold in the United States or to or for the account or benefit of any U.S. person, except in a transaction not subject to, or pursuant to an applicable exemption from, the registration requirements of the Securities Act or any state securities laws. No offering of the Bonds is being made in the United States.

In the United Kingdom, this publication is only being distributed to and is only directed at (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 (as amended) (the "Order"), (ii) high net worth entities falling within Article 49(2) of the Order, and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "Relevant Persons"). The Bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this publication or any of its contents.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

The Invitation is not 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, telephone and the internet. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Invitation 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 or to any persons located or resident in the United States. Any purported offer of 2018 Notes in the Invitation resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer of 2018 Notes for purchase 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.



 

23-Aug-2017 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de


Language: English
Company: TAG Immobilien AG
Steckelhörn 5
20457 Hamburg
Germany
Phone: 040 380 32 0
Fax: 040 380 32 388
E-mail: ir@tag-ag.com
Internet: www.tag-ag.com
ISIN: DE0008303504, XS0954227210, DE000A12T101
WKN: 830350, A1TNFU, A12T10
Indices: MDAX
Listed: Regulated Market in Frankfurt (Prime Standard), Munich; Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Stuttgart, Tradegate Exchange


 
End of Announcement DGAP News Service

 

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