News Detail

TLG IMMOBILIEN AG intends to launch public self-tender offer for up to 5.22% of the share capital

DGAP-News: TLG IMMOBILIEN AG / Key word(s): Share Buyback/Real Estate
17.02.2021 / 13:45
The issuer is solely responsible for the content of this announcement.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

TLG IMMOBILIEN AG intends to launch public self-tender offer for up to 5.22% of the share capital

- Buy-back of up to 5.22% of the Company's share capital against payment of a cash consideration in a purchase price range of EUR 24.25 to EUR 26.00 per share

- The acceptance period is expected to run from February 20, 2021 through March 20, 2021

- After expiration of the acceptance period TLG will determine the final offer volume and will publish the respective final purchase price

Berlin, February 17, 2021 - Today the management board of TLG IMMOBILIEN AG ("TLG" or the "Company") resolved, with the approval of the supervisory board, to utilize the authorization of the annual general meeting of May 21, 2019, to buy back up to 5.85 million shares of the Company (corresponding to up to 5.22% of the Company's share capital based on the voting rights notification dated January 29, 2021) by way of a public self-tender offer for a purchase price within a purchase price range of EUR 24.25 to EUR 26.00 per share (excluding ancillary acquisition costs).

The offer document is expected to be published on February 19, 2021 on the website of TLG (https://www.tlg.eu/en/) under the section "Investor Relations - Self-Tender", as well as in the Federal Gazette (Bundesanzeiger) at https://www.bundesanzeiger.de. TLG shareholders will have the opportunity to accept the public self-tender offer during the acceptance period which will run from February 20, 2021 through March 20, 2021 at 24:00 (midnight) (CET) upon the expected publication of the offer document on February 19, 2021 and may be extended.

The rationale behind the public self-tender offer is to benefit from the significant share price discount to the underlying net asset value and current operational performance of TLG.

TLG shareholders may tender all or part of TLG shares by either specifying a price within the price range or with no specified price in which case they will commit to selling their tendered TLG shares at the final purchase price as determined by the Company after expiration of the acceptance period. The final purchase price for all TLG shares acquired will be equal to the highest price TLG will have to pay in order to purchase the final offer volume as set by TLG. In the event that, based on the tenders, TLG is in a position to only acquire a number of TLG shares equal to or lower than 2,00% of TLG's share capital the final purchase price will be equal to the highest price specified in any of the tenders.

If the public self-tender offer is oversubscribed the relevant tenders will be accounted for on a pro rata basis. An oversubscription occurs if the aggregate number of TLG Shares tendered with no specified price and at a specified price which is equal to or lower than the final purchase price exceeds the final offer volume as determined by the Company. Tenders for one hundred TLG shares or fewer will be considered with preference.

TLG expects to publish the final purchase price and the final offer volume in the Federal Gazette and on the Company's website following expiration of the acceptance period on March 24, 2021. All publications by TLG in connection with the public self-tender offer are available in German and as a non-binding English translation at https://www.tlg.eu/en/ under the section "Investor Relations - Self-Tender Offer".

CONTACT

Armin Heidenreich
General Counsel
Hausvogteiplatz 12
10117 Berlin
Phone: +49 30 2470 6343
E-mail: armin.heidenreich@tlg.de
 
 

IMPORTANT INFORMATION

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND CONSTITUTES NEITHER AN INVITATION TO SELL, NOR AN OFFER TO PURCHASE, SECURITIES OF TLG IMMOBILIEN AG ("TLG"). THE FINAL TERMS AND FURTHER PROVISIONS REGARDING THE PUBLIC SELF-TENDER OFFER ARE DISCLOSED IN THE OFFER DOCUMENT. INVESTORS AND HOLDERS OF SECURITIES OF TLG ARE STRONGLY RECOMMENDED TO READ THE OFFER DOCUMENT AND ALL ANNOUNCEMENTS IN CONNECTION WITH THE PUBLIC SELF-TENDER OFFER AS SOON AS THEY ARE PUBLISHED, SINCE THEY WILL CONTAIN IMPORTANT INFORMATION.

THE OFFER WILL BE MADE EXCLUSIVELY UNDER THE LAWS OF THE FEDERAL REPUBLIC OF GERMANY, SPECIFICALLY UNDER THE GERMAN STOCK CORPORATION ACT (AKTIENGESETZ), AND CERTAIN PROVISIONS OF THE SECURITIES LAWS OF THE UNITED STATES OF AMERICA APPLICABLE TO CROSS-BORDER OFFERS WITH A LIMITED CIRCLE OF SHAREHOLDERS WHOSE PLACE OF RESIDENCE, SEAT OR PLACE OF HABITUAL ABODE IS IN THE UNITED STATES OF AMERICA. THE PUBLIC SELF-TENDER OFFER SHALL NOT BE EXECUTED ACCORDING TO THE PROVISIONS OF JURISDICTIONS OTHER THAN THOSE OF THE FEDERAL REPUBLIC OF GERMANY OR THE UNITED STATES OF AMERICA (TO THE EXTENT APPLICABLE). THUS, NO OTHER ANNOUNCEMENTS, REGISTRATIONS, ADMISSIONS OR APPROVALS OF THE PUBLIC SELF-TENDER OFFER OUTSIDE OF THE FEDERAL REPUBLIC OF GERMANY HAVE BEEN FILED, ARRANGED FOR OR GRANTED. INVESTORS IN, AND HOLDERS OF, SECURITIES IN TLG CANNOT RELY ON HAVING RECOURSE TO PROVISIONS FOR THE PROTECTION OF INVESTORS IN ANY JURISDICTION OTHER THAN THE PROVISIONS OF THE FEDERAL REPUBLIC OF GERMANY OR THE UNITED STATES OF AMERICA (TO THE EXTENT APPLICABLE). SUBJECT TO THE EXCEPTIONS DESCRIBED IN THE OFFER DOCUMENT AS WELL AS ANY EXEMPTIONS THAT MAY BE GRANTED BY THE RELEVANT REGULATORS, A TENDER OFFER SHALL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN JURISDICTIONS WHERE DOING SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.

TO THE EXTENT PERMITTED BY APPLICABLE LAW AND IN ACCORDANCE WITH GERMAN MARKET PRACTICE, TLG OR BROKERS ACTING ON BEHALF OF TLG MAY DIRECTLY OR INDIRECTLY ACQUIRE TLG SHARES OR ENTER INTO AGREEMENTS TO THIS EFFECT OUTSIDE THE PUBLIC SELF-TENDER OFFER BEFORE, DURING OR AFTER THE ACCEPTANCE PERIOD OF THE PUBLIC SELF-TENDER OFFER. THIS APPLIES IN THE SAME WAY TO OTHER SECURITIES GRANTING A DIRECT CONVERSION OR EXCHANGE RIGHT INTO, OR AN OPTION RIGHT TO, TLG SHARES. THESE PURCHASES MAY BE MADE ON THE STOCK EXCHANGE AT MARKET PRICES OR OFF THE STOCK EXCHANGE IN NEGOTIATED TRANSACTIONS. ALL INFORMATION ON THESE PURCHASES WILL BE PUBLISHED TO THE EXTENT REQUIRED UNDER THE LAWS OF THE FEDERAL REPUBLIC OF GERMANY OR ANOTHER RELEVANT JURISDICTION.

TO THE EXTENT ANY ANNOUNCEMENTS IN THIS DOCUMENT CONTAIN FORWARD-LOOKING STATEMENTS, SUCH STATEMENTS DO NOT REPRESENT FACTS AND ARE CHARACTERIZED BY THE WORDS "WILL", EXPECT", "BELIEVE", "ESTIMATE", "INTEND", "AIM", "ASSUME" OR SIMILAR EXPRESSIONS. SUCH STATEMENTS EXPRESS THE INTENTIONS, OPINIONS OR CURRENT EXPECTATIONS AND ASSUMPTIONS OF TLG. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND FORECASTS, WHICH TLG HAS MADE TO THE BEST OF THEIR KNOWLEDGE, BUT WHICH THEY 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. THESE EXPECTATIONS AND FORWARD-LOOKING STATEMENTS CAN TURN OUT TO BE INCORRECT AND THE ACTUAL EVENTS OR CONSEQUENCES MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR EXPRESSED BY SUCH FORWARD-LOOKING STATEMENTS. TLG DOES NOT ASSUME AN OBLIGATION TO UPDATE THE FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE ACTUAL DEVELOPMENT OF INCIDENTS, BASIC CONDITIONS, ASSUMPTIONS OR OTHER FACTORS.

ABOUT TLG IMMOBILIEN AG

For over 25 years, the listed company TLG IMMOBILIEN AG has owned and rented out commercial properties in selected promising locations in Germany. The company continuously develops its portfolio and actively generates value through strategic investments and selected property acquisitions. The portfolio comprises mainly office properties in cities including Berlin, Dresden, Frankfurt/Main, Leipzig and Rostock. The properties of TLG IMMOBILIEN AG stand out not only due to their excellent locations but also because of their long-term rental or lease agreements. Its highly qualified employees guarantee extensive local market expertise at its individual locations.



17.02.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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