DGAP-News: TLG IMMOBILIEN AG / Key word(s): Capital Increase/Real Estate
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TLG IMMOBILIEN launches capital increase by way of accelerated bookbuilding
- 6,130,000 new shares planned for placement, representing some 10% of share capital
- Issue proceeds to be invested in additional real estate acquisitions
Berlin, 17 November 2015 - The Management Board of TLG IMMOBILIEN AG resolved today, with the consent of the Supervisory Board, to increase the Company's share capital excluding the subscription rights of existing shareholders. The Company intends to issue up to 6,130,000 new shares, thereby increasing its share capital to up to EUR 67,432,326.00, which represents an increase of 10% of the previous share capital.
The new shares will be offered exclusively to institutional investors as part of a private placement using accelerated bookbuilding. The bookbuilding process will begin on 17 November 2015 and is expected to end on 18 November 2015. The Management Board will set the placement price after the placement has been completed; the price is expected to be announced on 18 November 2015. The new shares are planned to subsequently be admitted to trading on 23 November 2015 without a prospectus. From 1 January 2015, they will carry full dividend rights. Settlement/closing of the transaction is expected to take place on 24 November 2015.
Discussing the corporate action, Peter Finkbeiner, member of the Management Board of TLG IMMOBILIEN AG, said, 'We have grown tremendously since going public in October 2014. During this period, we have entered into purchase agreements for 17 properties in the office, retail and hotel segment, which together represent a total investment volume of some EUR 280m, and we have already acquired and integrated a large number of these properties into our platform. Our intention now is to lay the foundation for additional acquisitions; we are currently reviewing potential acquisitions which show promise.'
Commerzbank Aktiengesellschaft and UBS Limited are acting as Joint Global Coordinators and Joint Bookrunners for the placement. VICTORIAPARTNERS is acting as independent transaction advisor to TLG IMMOBILIEN AG.
About TLG IMMOBILIEN AG
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.
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 ('Qualified Investors'). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, especially 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 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.
Commerzbank Aktiengesellschaft ('Commerzbank') and UBS Limited ('UBS') are acting exclusively for TLG IMMOBILIEN AG in connection with the Placement. Commerzbank 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 Commerzbank 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, Commerzbank 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 Commerzbank and UBS as well as any of their affiliates acting as investors for their own accounts. In addition, Commerzbank and UBS or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which Commerzbank and UBS or their affiliates may from time to time acquire, hold or dispose of shares of TLG IMMOBILIEN AG. Commerzbank 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 Commerzbank and UBS or any of their respective directors, officers, employees, advisers or agents accepts 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.
2015-11-17 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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