TAG Immobilien AG launches a convertible bond offering

TAG Immobilien AG  / Key word(s): Corporate Action

25.06.2012 08:11

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Not for publication or distribution in the United States, Australia, Canada
or Japan.

TAG Immobilien AG launches a convertible bond offering

Hamburg, 25 June 2012: The Management Board of TAG Immobilien AG, Hamburg,
('TAG') resolved today, with the approval of the supervisory board, to
issue unsubordinated, unsecured convertible bonds (the 'Bonds') convertible
into no par value ordinary bearer shares of TAG. The Bonds (each with a
denomination of EUR 100,000) will be offered only to institutional
investors outside of the US. The pre-emptive rights of shareholders of TAG
to subscribe to the Bonds are excluded.

The offering size will be around EUR 95 million with up to 9,642,825
underlying shares. The Bonds will have a maturity of seven years and will
be issued and redeemed at 100% of their principal amount. The initial
conversion price will be set at a conversion premium of 20.0% - 25.0% above
the reference share price, VWAP (volume weighted average price) of the
shares on XETRA on the pricing date.

The coupon will be between 4.50% - 5.50% p.a. payable semi-annually in
arrear and will also be determined during the bookbuilding process. Holders
of the Bonds will be entitled to require an early redemption of their Bonds
on the fifth anniversary, after the issue date, at the principal amount
together with accrued interest. Pricing is expected to be announced later
today and settlement is expected on or around 28 June 2012.

TAG intends to apply for inclusion of the Bonds in the Open Market
(Freiverkehr) segment on the Frankfurt Stock Exchange. Deutsche Bank,
Frankfurt am Main, is acting as sole Bookrunner in relation to the
transaction. Close Brothers Seydler Bank AG, Frankfurt am Main, and Kempen
& Co N.V., Amsterdam, are acting as Co-Managers.

TAG intends to use the proceeds from the issue of the Bonds for the
repayment of a vendor loan resulting from the acquisition of DKB Immobilien
AG, future acquisitions and general corporate purposes.

 

IMPORTANT NOTE

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA (OR
TO US PERSONS), AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER

JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW

This ad-hoc announcement 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. In connection with this transaction there
has not been, nor will there 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.

The distribution of this ad-hoc announcement and the offer and sale of the
Bonds in certain jurisdictions may be restricted by law. Any persons
reading this ad-hoc announcement should inform themselves of and observe
any such restrictions.

This ad-hoc announcement does not constitute an offer to sell or a
solicitation of an offer to purchase any securities in the United States.
The securities referred to herein (including the Bonds and the shares of
TAG Immobilien AG) 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 U.S., and may not be offered or sold in the United
States or to or for the account or benefit of U.S. persons, 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. This ad-hoc announcement and the information contained herein may not
be distributed or sent into the United States, or in any other jurisdiction
in which offers or sales of the securities described herein would be
prohibited by applicable laws and should not be distributed to United
States persons or publications with a general circulation in the United
States. No offering of the Bonds is being made in the United States.

In the United Kingdom, this ad-hoc announcement 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
(the 'Order') and (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 ad-hoc announcement or any of its
contents.

The shares of TAG Immobilien AG are admitted to trading on the regulated
market of the Frankfurt Stock Exchange (Prime Standard) and the Munich
stock exchange as well as on the inofficial market (Freiverkehr) of the
Berlin, Hannover, Düsseldorf, Hamburg und Stuttgart stock exchanges. ISIN:
DE0008303504; WKN: 830350. TAG Immobilien AG shares are listed in the
SDAX(R) Index of Deutsche Börse.

Further information can be obtained on the webpage of TAG Immobilien AG:
www.tag-ag.com

Press enquiries:
TAG Immobilien AG
Investor & Public Relations
Britta Wöhner / Dominique Mann 
Steckelhörn 5
20457 Hamburg
Tel. +49 (0)40 380 32-0
Fax +49 (0)40 380 32-388 
ir@tag-ag.com


25.06.2012 DGAP's 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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Language:     English
Company:      TAG Immobilien AG
              Steckelhörn 5
              20457 Hamburg
              Germany
Phone:        040 380 32 0
Fax:          040 380 32 390
E-mail:       ir@tag-ag.com
Internet:     www.tag-ag.com
ISIN:         DE0008303504
WKN:          830350
Indices:      SDAX
Listed:       Regulierter Markt in Frankfurt (Prime Standard), München;
              Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
              Stuttgart
 
End of Announcement                             DGAP News-Service
 
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