TLG IMMOBILIEN AG intends to launch public self-tender offer for up to 5.22% of the share capital
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE AD-HOC RELEASE.
Disclosure of an inside information acc. to Art. 17 Sec. 1 of the Regulation (EU) No. 596/2014 (Market Abuse Regulation - MAR)
TLG IMMOBILIEN AG intends to launch public self-tender offer for up to 5.22% of the share capitalBerlin, Germany, February 17, 2021 - Today, the management board of TLG IMMOBILIEN AG (the "Company") (ISIN DE000A12B8Z4 / WKN A12B8Z) 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 final purchase price per share will be determined by the Company after the expiration of the acceptance period in accordance with the final terms of the offer document.
The shareholders of the Company may accept the offer by tendering their shares at a price within the purchase price range. Shareholders may tender all or part of their shares in the Company by either specifying a price within the purchase price range or with no specified price in which case they commit to sell their tendered shares at the final purchase price as determined by the Company. The final offer price, which will be identical for all shares tendered into the offer, will be calculated in accordance with the terms of the offer document on the basis of the total number of shares tendered and the tender prices set by shareholders. If and to the extent the shares tendered into the self-tender offer exceed 5.85 million, the declarations of acceptance will be considered proportionally, i.e., in a ratio of 5.85 million shares to the aggregate number of shares tendered into the offer.
It is expected that the offer document for the self-tender offer will be published towards the end of this week. The acceptance period is intended to amount to approximately four weeks. To the extent necessary and legally permissible, the self-tender offer can be extended, suspended and also resumed at any time. The Company reserves the right to increase the purchase price range. Further details on the public self-tender offer can be found in the offer document which will be published on the Company's website (https://www.tlg.de) under "Investor Relations - Self-Tender Offer" prior to the commencement of the acceptance period, as well as in the German Federal Gazette under https://www.bundesanzeiger.de.
Contact: Armin Heidenreich TLG Immobilien AG General Counsel Hausvogteiplatz 12 10117 Berlin Phone: +49 30 2470 6343 E-Mail: email@example.com
Disclaimer 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 will be 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.
17-Feb-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English Company: TLG IMMOBILIEN AG Hausvogteiplatz 12 10117 Berlin
Germany Phone: 030 - 2470 - 50 Fax: 030 - 2470 - 7337 E-mail: firstname.lastname@example.org Internet: www.tlg.de ISIN: DE000A12B8Z4 WKN: A12B8Z Listed: Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Stuttgart, Tradegate Exchange EQS News ID: 1169033 ? End of Announcement DGAP News Service