TLG IMMOBILIEN AG / Key word(s): Capital Increase/Real Estate
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Berlin, Germany, June 26, 2019 - Today, the management board of TLG IMMOBILIEN AG, with the consent of the supervisory board, resolved on a capital increase against cash contributions by partially utilizing the Authorized Capital 2017/II. The share capital of the company will be increased by issuing new no‐par value ordinary bearer shares against cash contributions under the exclusion of shareholders' subscription rights, targeting gross proceeds of EUR 220 million.
The new shares will be offered exclusively to institutional investors in private placements by way of an accelerated bookbuilding offering. The private placement will commence on June 26, 2019 and is expected to end shortly thereafter.
The placement price will be determined after the conclusion of the accelerated bookbuilding offering and is expected to be announced shortly thereafter.
It is expected that the new shares will be admitted to trading on July 1, 2019 and will be included in the existing quotation on the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) on July 2, 2019. The new shares will carry full dividend rights from January 1, 2019. Settlement/closing of the transaction is expected to take place on July 2, 2019.
TLG IMMOBILIEN AG intends to use the net proceeds from the private placement for the financing of potential growth and acquisitions in line with TLG IMMOBILIEN AG's communicated investment strategy, including its LTV targets.
This publication may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This publication does not constitute an offer of, or a solicitation of an offer to purchase, securities of TLG IMMOBILIEN AG or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities referred to herein may not be offered or sold in the United States of America in the absence of registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the 'Securities Act'). The securities of TLG IMMOBILIEN AG have not been, and will not be, registered under the Securities Act.
In the United Kingdom, this announcement is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order') or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc. (all such persons together being referred to as 'Relevant Persons')). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document 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 exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive. For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC and any amendments thereto, in particular Directive 2010/73/EU.
No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement does not constitute a recommendation concerning the private placement of securities described in this announcement (the 'Placement'). Investors should consult a professional advisor as to the suitability of the Placement for the person concerned.
To the extent that this announcement contains forward-looking statements, such statements do not represent facts and are characterized by the words 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of TLG IMMOBILIEN AG and are based on current plans, estimates and forecasts which TLG IMMOBILIEN AG has made to the best of its knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by TLG IMMOBILIEN AG. It should be kept in mind that the actual events or developments may differ materially from those contained in or expressed by such forward-looking statements.