LEG Immobilien AG: Launch of EUR 400 million convertible bond offering
Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, South Africa or Japan or any other jurisdiction in which the distribution or release would be unlawful.
LEG Immobilien AG: Launch of EUR 400 million convertible bond offering
Düsseldorf, August 29, 2017 - The Management Board of LEG Immobilien AG ("LEG") resolved today, with the consent of the Supervisory Board to launch an offering (the "Offering") of senior, unsecured convertible bonds, due 2025 in an aggregate nominal amount of EUR 400 million (the "Bonds"). The Bonds will be convertible into new and/or existing ordinary registered shares of LEG (the "Shares"). The shareholders' preemptive rights (Bezugsrechte) are excluded.
The company intends to use the net proceeds for the long-term financing of its recently executed and signed portfolio acquisitions as well as for general corporate purposes.
The Bonds will have a maturity of 8 years and will be issued and, unless previously converted or repurchased and cancelled, redeemed at 100% of their principal amount with a denomination of EUR 100,000 per Bond. The Bonds will be offered with a coupon between 0.125% and 0.875% per annum, payable semi-annually in arrear, and a conversion premium of 45% above the volume-weighted average price of the Shares on XETRA between launch and pricing of the Offering. Pricing of the Offering is expected to take place today following an accelerated bookbuilding process, and settlement is expected to take place on or around September 1, 2017.
LEG will be entitled to redeem the Bonds at their principal amount (plus accrued interest) in accordance with the terms and conditions of the Bonds at any time (i) on or after September 22, 2022, if the price per Share is equal or exceeds 130% of the then prevailing conversion price over a certain period or (ii) if 20% or less of the aggregate principal amount of the Bonds remain outstanding.
LEG intends to arrange for the Bonds to be traded on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange no later than one month after the settlement of the Offering.
The Bonds will be offered only to institutional investors outside the US, Canada, Australia, South Africa, Japan or any other jurisdiction in which offers or sales of the securities would be prohibited by applicable law.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE UNLAWFUL
This announcement is for information purposes only and does not constitute, contain or form part of, and should not be construed as, an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction under circumstances which would require the issuer of the Bonds to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction.
The distribution of this announcement and the offer and sale of the Bonds in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions.
This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state within the U.S., and may not be offered or sold in the United States absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the company and management, as well as financial statements. There will be no offering of the securities in the United States. This announcement and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to publications with a general circulation in the United States. The Bonds are being offered and sold outside the United States only in reliance on Regulation S under the Securities Act.
The offer referred to herein when made in member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "relevant member state"), is only addressed to and directed at persons who are "qualified investors" as defined in the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including by Directive 2010/73/EU, as amended). In the United Kingdom, this announcement is only being distributed to and is only directed at (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") and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "relevant persons"). The Bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
Information and Explanation of the Issuer to this News:ABOUT LEG With around 130,000 rental properties and approximately 350,000 residents, LEG is one of Germany's leading listed housing companies. The company has eight branch offices in North Rhine-Westphalia, providing personal local contact. LEG generated rental and lease income of around EUR 763 million in the 2016 financial year.
29-Aug-2017 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English
Company: LEG Immobilien AG Hans-Böckler-Straße 38 40476 Düsseldorf
Germany Phone: +49 (0) 211 / 4568 - 0 Fax: +49 (0) 211 / 4568 - 261 Internet: www.leg.ag ISIN: DE000LEG1110 WKN: LEG111 Indices: MDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Stuttgart, Tradegate Exchange End of Announcement DGAP News Service
604783 29-Aug-2017 CET/CEST