Aroundtown Property Holdings Plc. / Key word(s): Miscellaneous 12.04.2016 22:46 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer / publisher is solely responsible for the content of this announcement.
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NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW). AROUNDTOWN PROPERTY HOLDINGS PLC ANNOUNCES SUCCESSFUL PLACEMENT OF ITS ORDINARY SHARES 12, April 2016. Following an accelerated book building process on 12 April 2016, Aroundtown Property Holdings Plc (Aroundtown) has fixed the final volume of the Equity Placing. The offer price per Share was EUR 4.10. As a result of the Equity Placing, Aroundtown's share capital will be increased from EUR 6,029,036.70 by EUR 650,000.00 to EUR 6,679,036.70 . The Shares were successfully placed by Citigroup Global Markets Limited (as Sole Global Coordinator and Joint Bookrunner) and Joh. Berenberg Gossler & Co. KG and UBS Limited (each a Joint Bookrunner), with institutional investors by way of private placement. 65,000,000 new ordinary shares with a par-value of EUR 0.01 each (the Shares) will be issued. The Shares will be listed on the open market (Alternext Paris Stock Exchange) of Euronext Paris and on the open market of the Frankfurt Stock Exchange. As announced earlier today, 12 April 2016, the purpose of the Equity Placing was to facilitate a Conversion Offer by Aroundtown to holders (the Bondholders) of its EUR450m 3% Convertible Bonds due 2020 (ISIN: XS1227093611) (the Bonds) to convert their Bonds into ordinary shares of Aroundtown for a cash commission. In addition, Bondholders will have the option to sell in the Equity Placing ordinary shares they will receive as a result of the Conversion Offer (such participation by Bondholders in the Equity Placing, the Share Placing). The exact number of Shares being issued pursuant to Bondholders converting their Bonds will be communicated as soon as reasonably practicable following the completion of the offer to Bondholders. In the event that Bondholders do not fully avail themselves of the Conversion Offer and/or the Share Placing, Aroundtown will issue new Shares from its authorised capital and use the net proceeds from the equity capital raised to facilitate further planned investments. Capitalised terms used in this announcement but not defined have the meanings given to them in the announcement made by Aroundtown earlier today, 12 April 2016. About the Company Aroundtown Property Holdings Plc (trading symbol: AT1 on Frankfurt Stock Exchange/Xetra; ALATP on Euronext) is a specialist real estate company focused on value-add income generating properties primarily in the German real estate markets. For the 12 months ending 31 December 2015, Aroundtown reported an adjusted EBITDA of EUR153 million and a net profit of EUR921 million. Total EPRA NAV as of 31 December 2015 amounts to EUR3.04 billion. Aroundtown Property Holdings Plc (ISIN: CY0105562116) is a public limited liability company incorporated under the laws of Cyprus, having its registered office at Artemidos & Nikou Dimitriou, 54 B, 6027, Larnaca, Cyprus (registered number HE148223). Contact: Timothy Wright T: +357-2420-1312 E: info@aroundtownholdings.com www.aroundtownholdings.com DISCLAIMER This announcement contains important information which should be read carefully before any decision is made with respect to (i) the Equity Placing or (ii) the Conversion Offer and the Share Placing (together the Conversion Offer and the Share Placing, the Offer) (if any). If any Bondholder or other investor is in any doubt as to the action it should take, it is recommended to seek its own financial and/or legal advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Citigroup Global Markets Limited (Citigroup) will act as Sole Global Coordinator and Joint Bookrunner for the Equity Placing and dealer manager for the Offer (if any). Each of Joh. Berenberg Gossler & Co. KG (Berenberg) and UBS Limited (UBS) will act as a Joint Bookrunner for the Equity Placing. In view of the number of different jurisdictions where tax laws may apply to investors, this announcement does not discuss the tax consequences for investors arising from the Equity Placing. Citigroup, Berenberg and UBS are acting exclusively for Aroundtown and no one else in connection with the Equity Placing and will not be responsible to anyone other than Aroundtown for providing the protections afforded to customers of Citigroup, Berenberg and UBS or for advising any other person in connection with the Equity Placing. None of Aroundtown, Citigroup, Berenberg, UBS nor any of their respective directors, employees or affiliates makes any recommendation as to whether investors should participate in the Equity Placing or whether Bondholders should participate in the Offer (if any). None of Citigroup, Berenberg, UBS nor any of their respective directors, employees or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Equity Placing, the Offer (if any), Aroundtown, any of its affiliates, the Bonds or the ordinary shares (the Ordinary Shares) described in this announcement or for any failure by Aroundtown to disclose events that may have occurred and may affect the significance or accuracy of such information. In connection with the Equity Placing, each of Citigroup, Berenberg and UBS and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in Ordinary Shares and any other securities of Aroundtown or related investments in connection with the Ordinary Shares or Aroundtown or otherwise. Accordingly, references to the Ordinary Shares 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, Citigroup, Berenberg and UBS and any of their respective affiliates acting as investors for their own accounts. None of Citigroup, Berenberg nor UBS intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or any laws of or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offer of any Ordinary Shares will be made in the United States. OFFER AND DISTRIBUTION RESTRICTIONS The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of Aroundtown, Citigroup, Berenberg and UBS to inform themselves about, and to observe, any such restrictions. Nothing in this announcement or the electronic transmission thereof constitutes (i) an offer to sell or the solicitation of an offer to buy Ordinary Shares in any circumstances in which such offer or solicitation is unlawful or (ii) an offer to buy or the solicitation of an offer to sell Bonds. European Economic Area. In member states of the European Economic Area, the Ordinary Shares are being offered pursuant to the Equity Placing only to qualified investors within the meaning of Directive 2003/71/EC, as amended, in accordance with the respective regulations of each member state in which the Ordinary Shares are being offered. United States. The Offer (if any) 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, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement and any other documents or materials relating to the Offer (if any) 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 and the Bonds cannot be offered for conversion in the Offer (if any) by any such use, means, instrumentality or facility or from within the United States. Any purported offer of Bonds for conversion resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer of Bonds for conversion 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. Each holder of Bonds participating in the Offer (if any) will represent that it is not located in the United States and is not participating in the Offer (if any) from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer (if any) from the United States. For the purposes of this and the above paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia. Persons receiving this announcement must not distribute or send it in, into or from the United States. Italy. The Offer (if any) is not being made, directly or indirectly, in the Republic of Italy. The Offer (if any) and any other documents or materials relating to the Offer (if any) will not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, (i) none of the Offer (if any) nor any other offering material relating to the Offer (if any) may be distributed or made available in the Republic of Italy and (ii) no marketing, promotional, informative or solicitation activity can be performed in the Republic of Italy. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Offer (if any). United Kingdom. The communication of this announcement and any other documents or materials relating to the Equity Placing and/or the Offer (if any) is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order. France. Neither the Equity Placing nor the Offer (if any) will be made, directly or indirectly, to the public in the Republic of France (France). None of this announcement or any other document or material relating to the Equity Placing and/or Offer (if any) has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Equity Placing and the Offer (if any). This announcement has not been, or will not be, submitted for clearance to or approved by the Autorité des Marchés Financiers. Republic of Cyprus. The communication of this announcement and any other documents or materials relating to the Equity Placing and/or the Offer (if any) is not being made pursuant to the provisions of the Public Offer and Prospectus Law, Law 114(I)/2005 (as amended) and the provisions of the Cyprus Companies Law, Cap. 113 (as amended). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to the information distribution channels or the public in Cyprus, nor (when distributed by a duly licensed investment firm established or operating through a branch in Cyprus) to any person in Cyprus other than a "professional client" as defined in the Investment Services and Activities and Regulated Markets Law, Law 144(I)/2007 (as amended). 12.04.2016 The DGAP 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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NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW). AROUNDTOWN PROPERTY HOLDINGS PLC ANNOUNCES SUCCESSFUL PLACEMENT OF ITS ORDINARY SHARES 12, April 2016. Following an accelerated book building process on 12 April 2016, Aroundtown Property Holdings Plc (Aroundtown) has fixed the final volume of the Equity Placing. The offer price per Share was EUR 4.10. As a result of the Equity Placing, Aroundtown's share capital will be increased from EUR 6,029,036.70 by EUR 650,000.00 to EUR 6,679,036.70 . The Shares were successfully placed by Citigroup Global Markets Limited (as Sole Global Coordinator and Joint Bookrunner) and Joh. Berenberg Gossler & Co. KG and UBS Limited (each a Joint Bookrunner), with institutional investors by way of private placement. 65,000,000 new ordinary shares with a par-value of EUR 0.01 each (the Shares) will be issued. The Shares will be listed on the open market (Alternext Paris Stock Exchange) of Euronext Paris and on the open market of the Frankfurt Stock Exchange. As announced earlier today, 12 April 2016, the purpose of the Equity Placing was to facilitate a Conversion Offer by Aroundtown to holders (the Bondholders) of its EUR450m 3% Convertible Bonds due 2020 (ISIN: XS1227093611) (the Bonds) to convert their Bonds into ordinary shares of Aroundtown for a cash commission. In addition, Bondholders will have the option to sell in the Equity Placing ordinary shares they will receive as a result of the Conversion Offer (such participation by Bondholders in the Equity Placing, the Share Placing). The exact number of Shares being issued pursuant to Bondholders converting their Bonds will be communicated as soon as reasonably practicable following the completion of the offer to Bondholders. In the event that Bondholders do not fully avail themselves of the Conversion Offer and/or the Share Placing, Aroundtown will issue new Shares from its authorised capital and use the net proceeds from the equity capital raised to facilitate further planned investments. Capitalised terms used in this announcement but not defined have the meanings given to them in the announcement made by Aroundtown earlier today, 12 April 2016. About the Company Aroundtown Property Holdings Plc (trading symbol: AT1 on Frankfurt Stock Exchange/Xetra; ALATP on Euronext) is a specialist real estate company focused on value-add income generating properties primarily in the German real estate markets. For the 12 months ending 31 December 2015, Aroundtown reported an adjusted EBITDA of EUR153 million and a net profit of EUR921 million. Total EPRA NAV as of 31 December 2015 amounts to EUR3.04 billion. Aroundtown Property Holdings Plc (ISIN: CY0105562116) is a public limited liability company incorporated under the laws of Cyprus, having its registered office at Artemidos & Nikou Dimitriou, 54 B, 6027, Larnaca, Cyprus (registered number HE148223). Contact: Timothy Wright T: +357-2420-1312 E: info@aroundtownholdings.com www.aroundtownholdings.com DISCLAIMER This announcement contains important information which should be read carefully before any decision is made with respect to (i) the Equity Placing or (ii) the Conversion Offer and the Share Placing (together the Conversion Offer and the Share Placing, the Offer) (if any). If any Bondholder or other investor is in any doubt as to the action it should take, it is recommended to seek its own financial and/or legal advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Citigroup Global Markets Limited (Citigroup) will act as Sole Global Coordinator and Joint Bookrunner for the Equity Placing and dealer manager for the Offer (if any). Each of Joh. Berenberg Gossler & Co. KG (Berenberg) and UBS Limited (UBS) will act as a Joint Bookrunner for the Equity Placing. In view of the number of different jurisdictions where tax laws may apply to investors, this announcement does not discuss the tax consequences for investors arising from the Equity Placing. Citigroup, Berenberg and UBS are acting exclusively for Aroundtown and no one else in connection with the Equity Placing and will not be responsible to anyone other than Aroundtown for providing the protections afforded to customers of Citigroup, Berenberg and UBS or for advising any other person in connection with the Equity Placing. None of Aroundtown, Citigroup, Berenberg, UBS nor any of their respective directors, employees or affiliates makes any recommendation as to whether investors should participate in the Equity Placing or whether Bondholders should participate in the Offer (if any). None of Citigroup, Berenberg, UBS nor any of their respective directors, employees or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Equity Placing, the Offer (if any), Aroundtown, any of its affiliates, the Bonds or the ordinary shares (the Ordinary Shares) described in this announcement or for any failure by Aroundtown to disclose events that may have occurred and may affect the significance or accuracy of such information. In connection with the Equity Placing, each of Citigroup, Berenberg and UBS and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in Ordinary Shares and any other securities of Aroundtown or related investments in connection with the Ordinary Shares or Aroundtown or otherwise. Accordingly, references to the Ordinary Shares 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, Citigroup, Berenberg and UBS and any of their respective affiliates acting as investors for their own accounts. None of Citigroup, Berenberg nor UBS intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or any laws of or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offer of any Ordinary Shares will be made in the United States. OFFER AND DISTRIBUTION RESTRICTIONS The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of Aroundtown, Citigroup, Berenberg and UBS to inform themselves about, and to observe, any such restrictions. Nothing in this announcement or the electronic transmission thereof constitutes (i) an offer to sell or the solicitation of an offer to buy Ordinary Shares in any circumstances in which such offer or solicitation is unlawful or (ii) an offer to buy or the solicitation of an offer to sell Bonds. European Economic Area. In member states of the European Economic Area, the Ordinary Shares are being offered pursuant to the Equity Placing only to qualified investors within the meaning of Directive 2003/71/EC, as amended, in accordance with the respective regulations of each member state in which the Ordinary Shares are being offered. United States. The Offer (if any) 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, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement and any other documents or materials relating to the Offer (if any) 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 and the Bonds cannot be offered for conversion in the Offer (if any) by any such use, means, instrumentality or facility or from within the United States. Any purported offer of Bonds for conversion resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer of Bonds for conversion 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. Each holder of Bonds participating in the Offer (if any) will represent that it is not located in the United States and is not participating in the Offer (if any) from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer (if any) from the United States. For the purposes of this and the above paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia. Persons receiving this announcement must not distribute or send it in, into or from the United States. Italy. The Offer (if any) is not being made, directly or indirectly, in the Republic of Italy. The Offer (if any) and any other documents or materials relating to the Offer (if any) will not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, (i) none of the Offer (if any) nor any other offering material relating to the Offer (if any) may be distributed or made available in the Republic of Italy and (ii) no marketing, promotional, informative or solicitation activity can be performed in the Republic of Italy. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Offer (if any). United Kingdom. The communication of this announcement and any other documents or materials relating to the Equity Placing and/or the Offer (if any) is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order. France. Neither the Equity Placing nor the Offer (if any) will be made, directly or indirectly, to the public in the Republic of France (France). None of this announcement or any other document or material relating to the Equity Placing and/or Offer (if any) has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Equity Placing and the Offer (if any). This announcement has not been, or will not be, submitted for clearance to or approved by the Autorité des Marchés Financiers. Republic of Cyprus. The communication of this announcement and any other documents or materials relating to the Equity Placing and/or the Offer (if any) is not being made pursuant to the provisions of the Public Offer and Prospectus Law, Law 114(I)/2005 (as amended) and the provisions of the Cyprus Companies Law, Cap. 113 (as amended). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to the information distribution channels or the public in Cyprus, nor (when distributed by a duly licensed investment firm established or operating through a branch in Cyprus) to any person in Cyprus other than a "professional client" as defined in the Investment Services and Activities and Regulated Markets Law, Law 144(I)/2007 (as amended). 12.04.2016 The DGAP 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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