DGAP-News: TLG IMMOBILIEN AG / Key word(s): Capital Increase/Real Estate
- Approximately 6.7 million new shares to be placed with institutional investors, representing around 10% of the share capital
- Issue proceeds to be invested in recent and additional real estate acquisitions
Berlin, 30 January 2017 - Today, the management board of TLG IMMOBILIEN AG resolved, with the consent of the supervisory board, to increase the company's share capital against cash contributions while excluding subscription rights of existing shareholders. The company intends to issue up to approximately 6.7 million new shares, thereby increasing its share capital to up to approximately EUR 74.2 million, which represents an increase of around 10% of the share capital.
The new shares will be offered exclusively to institutional investors as part of a private placement by way of an accelerated bookbuilding offering. The bookbuilding process will begin on 30 January 2017 and is expected to end on 31 January 2017. The placement price will be determined by the management board after the conclusion of the accelerated bookbuilding offering and will presumably be announced on 31 January 2017.
It is expected that the new shares will be admitted to trading on 2 February 2017 with a prospectus 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 7 February 2017. The new shares will carry full dividend rights from 1 January 2016. Settlement/closing of the transaction is expected to take place on 7 February 2017. TLG IMMOBILIEN AG has agreed to a customary lock-up period of 90 days.
TLG IMMOBILIEN AG intends to use the net proceeds from the private placement to fund recent and additional acquisitions of German office and retail properties in line with its defined acquisition criteria as well as general corporate purposes.
Commenting on the capital increase, Peter Finkbeiner, member of the management board of TLG IMMOBILIEN AG, said, 'Over the past two years, we have demonstrated a substantial financially-accretive expansion. Our portfolio value now exceeds EUR 2bn and we operate throughout Germany. We will continue our growth model and the capital increase will help us to obtain the necessary funding.'
J.P. Morgan is acting as Global Coordinator and J.P. Morgan and UBS Limited are acting as Joint Bookrunners for the private placement. VICTORIAPARTNERS is acting as independent financial advisor to TLG IMMOBILIEN AG.
About TLG IMMOBILIEN AG
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 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 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.
J.P. Morgan Securities plc ('J.P. Morgan') and UBS Limited ('UBS') are acting exclusively for TLG IMMOBILIEN AG in connection with the Placement. J.P. Morgan and UBS will not regard any other person as their respective client in connection with the Placement and will neither be responsible, nor provide protection, to anyone other than TLG IMMOBILIEN AG, nor will J.P. Morgan or UBS provide advice to anyone other than TLG IMMOBILIEN AG in relation to the Placement, the contents of this announcement or any other matter referred to herein.
In connection with the Placement, J.P. Morgan and UBS as well as any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of TLG IMMOBILIEN AG and may otherwise deal for their own accounts. Accordingly, references to the securities being issued or sold should be read as including any issue, offer or sale to J.P. Morgan and UBS as well as any of their affiliates acting as investors for their own accounts. In addition, J.P. Morgan and UBS or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which J.P. Morgan and UBS or their affiliates may from time to time acquire, hold or dispose of shares of TLG IMMOBILIEN AG. J.P. Morgan and UBS do not intend to disclose the extent of any such investment or transactions, unless there is a legal or regulatory obligation to do so.
None of J.P. Morgan or UBS or any of their respective directors, officers, employees, advisers or agents accept any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from this announcement) or, with limited exception, any other information relating to TLG IMMOBILIEN AG, its subsidiaries and affiliated companies, whether written, oral or in visual or electronic form, or any damage howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This publication contains forward-looking statements based on current views and assumptions of TLG IMMOBILIEN AG's management and made to the best of knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause TLG IMMOBILIEN AG's revenues, profitability or the degree to which it performs or achieves its targets, to materially deviate from what is explicitly or implicitly stated or described in this publication. Therefore, persons who obtain possession of this publication should not rely on such forward-looking statements. TLG IMMOBILIEN AG accepts no guarantee or responsibility regarding such forward-looking statements and will not adjust them to future results or developments.