Announcement

TAG Immobilien AG today successfully placed EUR 262 million convertible bonds

DGAP-News: TAG Immobilien AG / Key word(s): Bond23.08.2017 / 15:55 The issuer is solely responsible for

TAG Immobilien AG today successfully placed EUR 262 million convertible bonds

DGAP-News: TAG Immobilien AG / Key word(s): Bond

23.08.2017 / 15:55
The issuer is solely responsible for the content of this announcement.


Press-release

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 WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

TAG Immobilien AG today successfully placed EUR 262 million convertible bonds

Hamburg, August 23, 2017 - TAG Immobilien AG ("TAG" or the "Company") placed convertible bonds maturing in September 2022 with an aggregate principal amount of EUR 262 million, divided into 2,620 bonds with a nominal amount of EUR 100,000 each (the 'Bonds'). The Bonds are convertible into approximately 14.6 million new or existing TAG bearer shares with no par value (the "Ordinary Shares") or may be repaid in cash.

The Bonds have a term of five years and were placed at 100% of their principal amount and with a coupon of 0.625%. The initial conversion price amounts to EUR 17.9331, representing a conversion premium of 30% above the reference share price and a premium of 54% above the Company's EPRA NAV of EUR 11.65 at June 30, 2017. The Bonds have been placed solely to institutional investors in certain jurisdictions (other than the United States, Australia, Canada and Japan) via a private placement under exclusion of the shareholders' pre-emptive rights.

The settlement of the Bonds is expected to take place on or about 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 has agreed to a lock-up period of 90 days after the settlement date which is subject to certain customary exceptions.

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 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.

'We are very pleased with the confidence given to us from the capital market with regard to the successful placement of the convertible bonds' says Martin Thiel, CFO of TAG Immobilien AG. 'Through this transaction, we can repay significantly higher interest-bearing liabilities and reduce our average cost of debt materially.'

Deutsche Bank acted as Sole Global Coordinator and together with Berenberg and Credit Suisse as Joint Bookrunner on this transaction. VICTORIAPARTNERS acted as Financial Advisor to 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.



23.08.2017 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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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


 
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