DGAP-News: TAG Immobilien AG / Key word(s): Corporate Action
TAG Immobilien AG successfully placed EUR 470 million convertible bonds
Hamburg, August 20, 2020 - TAG Immobilien AG (the "Company") placed new convertible bonds maturing in 2026 with an aggregate principal amount of EUR 470 million, divided into 4,700 bonds with a nominal amount of EUR 100,000 each (the "New Convertible Bonds"). The New Convertible Bonds are convertible into new or existing ordinary bearer shares of the Company with no par value (the "Ordinary Shares") representing approx. 9.9 % of the Company's share capital or may be repaid in cash.
The New Convertible Bonds have a term of six years and were placed at 100% of their principal amount and with a coupon of 0.625% p.a. The conversion premium has been set at 35.0%. The initial conversion price will be based on the reference share price (being the volume weighted average price (VWAP) of the Ordinary Shares on XETRA on August 20 and 21, 2020 plus the conversion premium). The New Convertible 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 Company's shareholders' pre-emptive rights.
The settlement of the New Convertible Bonds is expected to take place on or about August 27, 2020. 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 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 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 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.
'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, TAG has once again demonstrated its commitment to pursue a disciplined, reliable use-of-capital strategy providing high visibility to our investors.'
Goldman Sachs International and Jefferies acted as Joint Global Coordinators and, together with Société Générale, as Joint Bookrunner on this transaction. VICTORIAPARTNERS acted 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 has been 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:||1121393|
|End of News||DGAP News Service|