AROUNDTOWN SA ANNOUNCES 77.5% FINAL ACCEPTANCE RATE OF THE OFFER TO SHAREHOLDERS OF TLG IMMOBILIEN AG (974773)
13 Febbraio 2020 - 12:18PM
UK Regulatory
Aroundtown SA (IRSH)
AROUNDTOWN SA ANNOUNCES 77.5% FINAL ACCEPTANCE RATE OF THE OFFER TO
SHAREHOLDERS OF TLG IMMOBILIEN AG
13-Feb-2020 / 12:18 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
*THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF APPLICABLE LAWS OR REGULATIONS*
*AROUNDTOWN ANNOUNCES 77.5% FINAL ACCEPTANCE RATE OF THE OFFER TO
SHAREHOLDERS OF TLG IMMOBILIEN AG *
_13 February 2020_
Aroundtown SA ('Aroundtown') announces the final result of the voluntary
public takeover offer for all shares in TLG IMMOBILIEN AG ('TLG') with an
acceptance rate of 77.5%. Including the TLG shares previously held,
Aroundtown will hold 77.8% of the shares in TLG following the settlement.
The high acceptance rate underlines investors' support and confidence in the
value-add potential of the combined companies.
The combination of Aroundtown and TLG will create the leading pan-European
office/hotel/residential real estate company with a well-diversified
portfolio in top tier European cities, primarily in Germany and the
Netherlands, focused on the strongest asset classes. The complimentary
platforms embed high value-add potential from the existing properties as
well the develop-to-core development potential in prime locations and both
companies are looking forward to integrate their capabilities in order to
accelerate the extraction of this potential. The merger is credit rating
supportive as it will enhance the business profile of both companies while
maintaining solid and conservative financial fundamentals, positioning it
well for its long-term credit rating target of A.
The resulting increased market cap and higher free float will support the
potential inclusion into the DAX index, opening the investor base for new
markets with increased visibility and liquidity.
Shmuel Mayo, CEO of Aroundtown: 'We are pleased to see a very positive
feedback on the merger from the market, which we see reflected in the high
acceptance rate. With the strong support received from both shareholder
groups and the large scale and strong position of the combined company
within the market we feel confident that we can deliver strong long-term
accretive value for all shareholders.'
Following the agreed new improved governance structure, which will be
implemented over the next 12 weeks, TLG decided the intended nominees to be
Klaus Krägel and Barak Bar-Hen as members to the new management body of
Aroundtown which will consist of a total of 5 members. The final composition
of the management body will be decided in the near future.
Klaus Krägel is a supervisory board member of TLG and chairman of TLG's
project development committee. Mr. Krägel has extensive experience in the
German real estate industry among others as managing director in Goldman
Sachs Realty Management as well as managing positions in DIM Holding AG,
Deutsche Real Estate AG, Jones Lang LaSalle, AGIV Real Estate AG and GIV
Management.
Barak Bar-Hen is the CEO of TLG. Mr. Bar-Hen advised European real estate
groups with respect to their operations in Germany and the Netherlands with
a focus on developing value add properties. Previously he held various
management positions within the Elad Group in the USA and Europe and was
appointed as CEO of Elad Europe in 2008. He has many years of experience in
the acquisition, development and operation of residential and commercial
value add properties.
The settlement date of the new shares to the TLG shareholders that have
accepted the tender offer is expected to be on February 19, 2020.
*About the Company*
Aroundtown SA (symbol: AT1), trading on the Prime Standard of the Frankfurt
Stock Exchange, is the largest listed and highest rated (BBB+ by S&P) German
commercial real estate company. Aroundtown invests in income generating
quality properties with value-add potential in central locations in top tier
European cities mainly in Germany/NL.
Aroundtown SA (ISIN: LU1673108939) is a public limited liability company
(société anonyme) established under the laws of the Grand Duchy of
Luxembourg, registered with the Luxembourg Trade and Companies Register
(Registre de Commerce et des Sociétés, Luxembourg) under number B217868,
having its registered office at 40, Rue du Curé, L-1368 Luxembourg, Grand
Duchy of Luxembourg.
*Contact *
Timothy Wright
T: +352 285 7741
E: info@aroundtown.de
www.aroundtown.de
*DISCLAIMER *
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES.
THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN, AND WILL NOT
BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE *SECURITIES ACT*), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED
STATES.
THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED IN THE UNITED
KINGDOM TO (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 (THE *ORDER*), (II) HIGH
NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED FALLING WITHIN ARTICLE 49 OF THE ORDER, AND (III) PERSONS TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS *RELEVANT PERSONS*). THIS COMMUNICATION MUST NOT BE
READ, ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (*EEA*), THIS ANNOUNCEMENT
AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE
'QUALIFIED INVESTORS' WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE
2003/71/EC, AS AMENDED (THE *PROSPECTUS DIRECTIVE*) (*QUALIFIED INVESTORS*).
ANY PERSON IN THE EEA WHO ACQUIRES THE SECURITIES IN ANY OFFER (AN
*INVESTOR*) OR TO WHOM ANY OFFER OF THE SECURITIES IS MADE WILL BE DEEMED TO
HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED INVESTOR. ANY INVESTOR
WILL ALSO BE DEEMED TO HAVE REPRESENTED AND AGREED THAT ANY SECURITIES
ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN ACQUIRED ON BEHALF OF PERSONS IN
THE EEA OTHER THAN QUALIFIED INVESTORS, NOR HAVE THE SECURITIES BEEN
ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS WHERE
THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BY AROUNDTOWN OR ANY OF
THE MANAGERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS
DIRECTIVE.
THIS ANNOUNCEMENT MAY CONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS AND
OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES, FUTURE
FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TO ANY SUCH
STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT SUBJECT TO
RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF AROUNDTOWN
SA. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A NUMBER OF
FACTORS.
ISIN: LU1673108939, XS1227093611, XS1336607715, XS1403685636,
XS1449707055, XS1532877757, XS1540071724, XS1586386739,
XS1649193403, XS1700429308, XS1715306012, XS1761721262,
XS1815135352, XS1753814141, CH0398677689, XS1857310814
Category Code: MER
TIDM: IRSH
LEI Code: 529900H4DWG3KWMBMQ39
Sequence No.: 46502
EQS News ID: 974773
End of Announcement EQS News Service
(END) Dow Jones Newswires
February 13, 2020 06:18 ET (11:18 GMT)