TAG Immobilien AG announces results of subscription offer
DGAP-News: TAG Immobilien AG / Key word(s): Capital Increase
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TAG Immobilien AG announces results of subscription offer
Hamburg, 26 July 2022
Today, TAG Immobilien AG (“TAG” or the “Company”) announces the results of the subscription offer in relation to the capital increase with subscription rights whose subscription period ended on 25 July 2022. During the subscription period, 28,990,260 new no-par-value ordinary bearer shares (“New Shares”) were offered to TAG’s existing shareholders at a subscription price of €6.90 per New Share.
Until the end of the subscription period, subscription rights for in total 28,308,845 New Shares were exercised, representing 97.65% of the New Shares.
The remaining 681,415 unsubscribed New Shares will be sold on the market. The Company will provide an update upon completion of the sale.
TAG Immobilien AG
Head of Investor Relations & Public Relations
t: +49 (0) 40 380 32 305
This communication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This release does not contain or constitute an offer of, or solicitation of an offer to purchase or subscribe for, securities to any person in the United States, Australia, Canada or Japan or in any other jurisdiction to whom or in which such offer or solicitation is unlawful.
This release constitutes neither an offer to sell nor a solicitation to buy securities of the Company. A public offer of the securities in Germany is being made solely on the basis of the published securities prospectus as approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – "BaFin"). An investment decision regarding the securities of the Company should only be made on the basis of such securities prospectus. The securities prospectus is available free of charge on the website of the Company (www.tag-ag.com/investor-relations) under the "Investor Relations – Capital Increase 2022" section.
In the member states of the European Economic Area other than Germany, this release is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market ("Prospectus Regulation").
This release may be distributed in the United Kingdom only to, and is only directed at, persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity in securities of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This release is not an offer of securities for sale in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ("Securities Act") or with any securities regulatory authority of any state or any other jurisdiction of the United States. The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The securities referred to herein have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, or have any of the foregoing authorities passed upon or endorsed the merits of the offering of the securities referred to herein. There will be no public offer of these securities in the United States.
The securities referred to herein may not be offered of sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.
The contents of this announcement have been prepared by and are the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
The four banks forming the syndicate (together "Joint Global Coordinators") are acting exclusively for the Company and no-one else in connection with the offering of securities of the Company ("Offering"). They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offering, the Joint Global Coordinators and any of their affiliates may take up a portion of the securities in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such securities and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Joint Global Coordinators and any of their affiliates acting in such capacity. In addition, the Joint Global Coordinators and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Joint Global Coordinators and any of their affiliates may from time to time acquire, hold or dispose of securities. The Joint Global Coordinators do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Joint Global Coordinators or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
In connection with financing the acquisition of ROBYG, the Joint Global Coordinators (or certain of their respective affiliates) entered into a bridge facilities agreement with the Company. The Company intends to use the net proceeds from the Offering to repay amounts drawn under the bridge facilities agreement in connection with the transaction, which will reduce amounts outstanding under the bridge facilities agreement for which the Joint Global Coordinators (or certain of their respective affiliates) receive interest payments.
Certain statements contained herein may constitute "forward-looking statements". Forward-looking statements are based on the current views, expectations, assumptions and information of the management of the Company which the Company has made to the best of its knowledge, but which do not claim to be correct in the future (in particular where such forward-looking information is in relation to matters outside the control of the Company). Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this release or the underlying assumptions. The Company does not assume any obligations to update any forward-looking statements. Moreover, it should be noted that all forward-looking statements only speak as of the date of this release and that neither the Company nor any of the Joint Global Coordinators assume any obligation, except as required by law, to update any forward-looking statement or to conform any such statement to actual events or developments.
Each of the Company and the Joint Global Coordinators and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this release, whether as a result of new information, future developments or otherwise.
|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:||1405811|
|End of News||DGAP News Service|