PREOS Real Estate AG: PREOS Real Estate AG plans to issue corporate bond with volume of up to EUR 400 million
Publication of inside information pursuant to Article 17 of the Regulation (EU)
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PREOS Real Estate AG plans to issue corporate bond with volume of up to EUR 400 million
publity AG announces participation in planned exchange offer
Leipzig, 28.07.2020 - PREOS Real Estate AG ("PREOS", ISIN DE000A2LQ850, m:access) plans to issue a corporate bond with a volume of up to EUR 400 million ("PREOS Bond 2020/2025"). The PREOS Executive Board passed a corresponding resolution on this day. The approval of the PREOS Supervisory Board for the transaction is still pending.
The PREOS Bond 2020/2025 is to be offered by way of a public offering to interested investors in Germany at an issue price of 100% of the nominal amount. The relevant securities prospectus approval procedure at the Federal Financial Supervisory Authority (BaFin) is expected to be completed by October 2020 at the latest.
In particular, an exchange offer is also planned as part of the public offering. In order to do so, the holders of the 2019/2024 convertible bond (ISIN: DE000A254NA6) are to be invited to offer their convertible bonds of PREOS for exchange into bonds of the new PREOS Bond 2020/2025. The bondholders participating in the exchange offer are to receive one bond of the new Convertible Bond 2020/2025 for each exchanged convertible bond of the PREOS Bond 2019/2024, in addition to a cash payment consisting of an exchange premium (expected to amount to EUR 75.00 per exchanged convertible bond) and pro rata accrued interest. The participants in the exchange offer are also to be invited to acquire further bonds of the new PREOS bond 2020/2025 (multiple-purchase option). The offer periods are expected to start in the fourth quarter of 2020. Furthermore, the PREOS Bond 2020/2025 is to be offered as a purchase to selected qualified investors in an international private placement.
It is planned to have the PREOS Bond 2020/2025 included in the Open Market (Quotation Board) of the Frankfurt Stock Exchange.
With the exception of the conversion component (which does not exist for a corporate bond such as the PREOS Bond 2020/2025), the terms and conditions of the PREOS Bond 2020/2025 should essentially correspond to the (other) conditions of the Convertible Bond 2019/2024. Accordingly, the 2020/2025 PREOS bond will have a term of five years, a denomination of EUR 1,000, an interest coupon of 7.5% and a redemption amount at maturity of 105% of the nominal value.
PREOS intends to use the exchange offer to secure its future capital market capability. This is due to the fact that the significant increase in the PREOS share price since the issue of the 2019/2024 convertible bond has increased the dilution risk for PREOS shareholders resulting from the 2019/2024 Convertible Bond, which could complicate future capital measures by PREOS. PREOS therefore has an interest in using the exchange premium to convince as many creditors of the Convertible Bond 2019/2024 as possible to exchange them for the new PREOS Bond 2020/2025 (which does not convey a conversion right) and thus strengthen PREOS' future ability to access the capital market.
The issue is also intended to raise funds to finance the further growth of PREOS, in particular to further expand the property portfolio.
publity AG (majority shareholder of PREOS) has informed PREOS that it intends to participate in the exchange offer with the convertible bonds it holds from the Convertible Bond 2019/2024 with a volume of approximately EUR 102 million.
The securities prospectus relevant for the public offering of the PREOS 2020/2025 bond will be available on the PREOS website (www.preos.de) in the Investor Relations section after its approval by the BaFin, probably in the fourth quarter of 2020. In this context, the following information must be observed.
This publication does not constitute an offer. In particular, it does not constitute a public offer to sell or an offer or a solicitation of an offer to purchase, purchase, exchange or subscribe for any bonds, shares or other securities. The offer is governed solely by the securities prospectus to be approved by the German Federal Financial Supervisory Authority (BaFin), which is expected to be published in the fourth quarter of 2020 on the website of PREOS Real Estate AG (www.preos.de) in the "Investor Relations" section. Only the securities prospectus will contain the information for investors required by law.
Investors are recommended to read the securities prospectus, which is to be audited by the German Federal Financial Supervisory Authority (BaFin) for completeness, coherence and comprehensibility, as it is expected to be published on the website of PREOS Real Estate AG (www.preos. de) in the "Investor Relations" section, before deciding to buy or sell PREOS Real Estate AG bonds or shares in order to fully understand the potential risks and opportunities involved in making an investment decision, and to make an investment decision only on the basis of all available information about the company after consulting with its own lawyers, tax and/or financial advisors. It should be noted that approval of the Prospectus by BaFin is not to be construed as an endorsement of the relevant securities.
A public offering of the securities mentioned in this publication will be made exclusively on the basis of and in accordance with the securities prospectus and only in the Federal Republic of Germany. In particular, neither a public offering nor a solicitation of an offer to purchase securities in the United States of America, Japan, Canada, New Zealand or Australia will be made.
The securities mentioned in this publication have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") or the securities laws of any state of the United States of America and may not be admitted to trading in or into the United States of America or into or on behalf of or for the account or benefit of a U.S. person or entity.The securities may not be offered, offered, sold, pledged, transferred or delivered (directly or indirectly) to, or for the account or benefit of, any person (as such term is defined in Regulation S under the Securities Act) absent registration or an exemption from, or pursuant to an exemption from, the registration requirements of the Securities Act or a transaction not subject to the registration requirements of the Securities Act and in any event in accordance with the securities laws of any state of the United States.
This publication may contain future-oriented statements. Future-oriented statements are all statements that do not refer to historical facts or events. This applies in particular to statements about the intentions, beliefs or current expectations of the Company with respect to its future financial performance, plans, liquidity, prospects, growth, strategy and profitability as well as the economic environment in which the company operates. The future-oriented statements are based on current estimates and assumptions made by the company to the best of its knowledge. However, such forward-looking statements are subject to risks and uncertainties because they relate to future events and are based on assumptions that may not occur in the future. The company is not obliged to update or modify the future-oriented statements contained in this publication to reflect events or circumstances occurring after the date of this publication, unless they contain insider information subject to publication requirements.
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28-Jul-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English Company: PREOS Real Estate AG Landsteinerstraße 6 04103 Leipzig
Germany Phone: 0341 261787790 E-mail: email@example.com Internet: www.preos.de ISIN: DE000A2LQ850 WKN: A2LQ85 Listed: Regulated Unofficial Market in Frankfurt, Munich EQS News ID: 1103677 End of Announcement DGAP News Service
1103677 28-Jul-2020 CET/CEST