TAG Immobilien AG to launch new convertible bond offering and simultaneously invite holders of its outstanding convertible bonds to offer their convertible bonds for purchase for cash
TAG Immobilien AG / Key word(s): Corporate Action
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TAG Immobilien AG to launch new convertible bond offering and simultaneously invite holders of its outstanding EUR 262 million 0.625% convertible bonds due 2022 (ISIN DE000A2GS3Y9) to offer their convertible bonds for purchase for cash
Hamburg, August 20, 2020 - The management board of TAG Immobilien AG (the "Company") resolved today, with the approval of the Company's supervisory board, concurrently to
- launch the offering of senior unsecured convertible bonds in the aggregate principal amount of approx. EUR 450 million due August 2026 (the "New Convertible Bonds"); and
- invite the holders of the Company's outstanding senior unsecured EUR 262 million 0.625% convertible bonds due 2022 (ISIN DE000A2GS3Y9) (the "Outstanding Convertible Bonds") to submit offers to sell their Outstanding Convertible Bonds for cash in an aggregate principal amount of up to EUR 131 million by way of a modified Dutch auction procedure (the "Invitation to Sell").
The net proceeds from the issue of the New Convertible Bonds will be used (i) to finance acquisitions in Germany of more than c. 4,200 units with a total purchase price of c. EUR 163 million, (ii) to reduce dilution effects for shareholders from the Outstanding Convertible Bonds, and (iii) for general corporate purposes, including further acquisitions in Germany and Poland or the early repayment of debt.
New Convertible Bonds
The New Convertible Bonds with an aggregated principal amount of approx. EUR 450 million and a denomination of EUR 100,000 per Bond will be convertible into newly issued or existing ordinary bearer shares of the Company with no par value (the "Ordinary Shares") representing approx. 9.7% of the Company's share capital or may be repaid in cash. The Company is using an authorization from its annual general meeting on May 23, 2018 for the issuance of the New Convertible Bonds, which provides for an exclusion of the shareholders' pre-emptive rights (Bezugsrechte).
The New Convertible Bonds will be issued and redeemed at 100% of their principal amount. The initial conversion premium will be between 32.5% and 37.5% above the reference share price, being the VWAP (volume weighted average price) of the Ordinary Shares on XETRA on August 20, 2020 and August 21, 2020. The coupon will be between 0.375% and 0.875% p.a., payable semi-annually in arrears.
The final terms of the New Convertible Bonds are expected to be announced later today through a press release. The settlement of the New Convertible Bonds is expected to take place on or around August 27, 2020 (the "Settlement"). The Company intends to apply for inclusion of the New Convertible Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) subsequent to the Settlement.
The Company will have the option to redeem the New Convertible Bonds at their principal amount (plus accrued but unpaid interest) in accordance with the terms and conditions of the New Convertible Bonds at any time (i) on or after August 27, 2024, 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 New Convertible Bonds remains outstanding.
The New Convertible Bonds will be placed in an accelerated bookbuilding only to institutional investors outside the United States of America (the "United States" or "U.S.") in reliance on Regulation S under the U.S. 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 New Convertible Bonds would be prohibited by applicable law.
The Company has agreed to a lock-up period of 90 days after the settlement date which is subject to certain customary exceptions.
Invitation to Sell
In addition to the proposed offering of the New Convertible Bonds, the Company also invites eligible holders of the Outstanding Convertible Bonds to offer for purchase their Outstanding Convertible Bonds for cash. The Company intends to accept offers to sell up to an amount of EUR 131 million in aggregate principal amount of the Outstanding Convertible Bonds. The purchase price per EUR 100,000 nominal amount of the Outstanding Convertible Bonds will be between EUR 136,700 and EUR 137,200, adjusted based on the average of the daily volume-weighted average prices of the no-par value ordinary registered shares of the Company on XETRA on August 20, 2020 and August 21, 2020. In addition, the Company will pay interest accrued on the purchased Outstanding Convertible Bonds from and including the interest payment date for the Outstanding Convertible Bonds immediately preceding the Settlement Date (as described below) up to but excluding the Settlement Date.
The Invitation to Sell shall enable holders of the Outstanding Convertible Bonds to benefit from a redemption opportunity at a fixed price ahead of the maturity date without any trading risk.
The Invitation to Sell commences on August 20, 2020, 8.00 am CEST, and will expire at 7.30 am CEST on August 21, 2020, unless amended, extended, re-opened or terminated by the Company (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 Outstanding Convertible Bonds 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 the Company in accordance with the terms, conditions and restrictions of the Invitation to Sell. The "Settlement Date" is expected to be on or around August 28, 2020.
The Company will decide in its sole and absolute discretion whether, to what extent and at what price it will repurchase Outstanding Convertible Bonds, or whether to extend and/or terminate the Invitation to Sell.
The Invitation to Sell 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 to Sell or any participation therein would be unlawful.
The holders of the Outstanding Convertible Bonds who wish to offer their Outstanding Convertible Bonds for purchase for cash pursuant to the Invitation to Sell are not obliged to subscribe for the New Convertible Bonds nor will they, under any circumstances, receive any New Convertible Bonds in consideration for their Outstanding Convertible Bonds offered for purchase by the Company.
The Invitation to Sell is not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the Invitation to Sell cannot be accepted by any such use, means, instrumentality or facility or from within the United States. The Invitation to Sell is not open to any persons located or resident in the United States or that are otherwise U.S. Persons (within the meaning of Regulation S under the Securities Act), or persons acting for the account or benefit of any such persons, or in any other jurisdiction where the Invitation to Sell or any participation therein would be unlawful.
Goldman Sachs International and Jefferies are acting as Joint Global Coordinators and, to-gether with Société Générale, as Joint Bookrunner on the contemplated issuance of the New Convertible Bonds. Goldman Sachs International, Jefferies and Société Générale are acting as Joint Dealer Managers on the contemplated repurchase of the Outstanding Convertible Bonds. VICTORIAPARTNERS is acting as Financial Advisor to the Company.
TAG Immobilien AG
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 the Company. There has not been, and will not be, any public offering of the New Convertible Bonds. No prospectus will be prepared in connection with the offering of the New Convertible Bonds. The New Convertible Bonds may not be offered to the public in any jurisdiction in circumstances which would require to prepare or register any prospectus or offering document relating to the New Convertible Bonds in such jurisdiction.
This publication does not constitute an offer to sell or a solicitation of an offer to purchase any securities of the Company in the United States. The securities of the Company referred to herein have not been, and will not be, registered under 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 New Convertible 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"). Any investment or investment activity to which this document relates are only available to, and will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this release or any of its contents.
In member states of the European Economic Area ("EEA") and the United Kingdom, this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017.
MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MiFID II product governance) for the New Convertible Bonds is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. No key information document (KID) has been prepared in accordance with Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) as this document and any investment or investment activity to which this document relates is not available to retail in the EEA or the United Kingdom.
|Company:||TAG Immobilien AG|
|Phone:||040 380 32 0|
|Fax:||040 380 32 388|
|Listed:||Regulated Market in Frankfurt (Prime Standard), Munich; Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Stuttgart, Tradegate Exchange|
|EQS News ID:||1120947|
|End of Announcement||DGAP News Service|