TLG IMMOBILIEN AG launches capital increase by way of accelerated bookbuilding offering
Press releaseTLG IMMOBILIEN AG launches capital increase by way of accelerated bookbuilding offering
- Approx. 7.4 m new shares to be placed with institutional investors, representing around 7.8% of the share capital
- Issue proceeds to be invested in recent real estate acquisitions as well as future acquisitions
Berlin, 9 November 2017 - Today, the management board of TLG IMMOBILIEN AG resolved, with the consent of the supervisory board, to increase the company's share capital by issuing up to approx. 7.4 m new shares against cash contributions while excluding subscription rights of existing shareholders. This represents an increase by around 7.8% of the current share capital, with the total share capital amounting to up to approximately EUR 102.0 m following the registration of the capital increase.
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 9 November 2017 and is expected to end on 10 November 2017, subject to acceleration. The placement price will be determined by the management board after the conclusion of the accelerated bookbuilding offering and is expected to be announced on 10 November 2017.
It is expected that the new shares will be admitted to trading on 13 November 2017 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 15 November 2017. The new shares will carry full dividend rights from 1 January 2017. Settlement/closing of the transaction is expected to take place on 15 November 2017. TLG IMMOBILIEN AG has agreed to a customary lock-up period of three months.
TLG IMMOBILIEN AG intends to use the net proceeds from the private placement for recent and future acquisitions and for general corporate purposes. While it intends to maintain its target maximum Net LTV-Ratio of 45%, TLG IMMOBILIEN AG will also consider taking on additional debt financing and deploy the funds of such financing in the context of future acquisitions.
Commenting on the capital increase, Peter Finkbeiner, member of the management board of TLG IMMOBILIEN AG, said: "We are fully focused on delivering on our communicated portfolio growth strategy. The capital increase will enable us to take advantage of the financially-accretive acquisition opportunities we are currently assessing and to bolster the company's growth further."
Following the offering, TLG IMMOBILIEN AG may decide to take further measures to optimize its financing structure, including by potentially drawing on the debt capital markets through the issuance of an investment grade bond in the near term future.
Deutsche Bank and J.P. Morgan are acting as Joint Global Coordinators and Joint Bookrunners for the private placement. VICTORIAPARTNERS is acting as independent financial advisor to TLG IMMOBILIEN AG.
About TLG IMMOBILIEN AG TLG IMMOBILIEN AG is a listed leading commercial real estate company in Germany that has been synonymous with real estate expertise for over 25 years. TLG IMMOBILIEN AG generates stable rental income and exhibits low vacancy rates, very good building stock and profits from its local employees' excellent market knowledge. As an active portfolio manager, TLG IMMOBILIEN AG is specialized in commercial properties for office and retail use; it focuses on managing a high-quality portfolio mainly comprising office properties in Berlin, Frankfurt am Main, Dresden, Leipzig and Rostock. In addition, TLG IMMOBILIEN AG holds a regionally diversified portfolio of retail properties in highly frequented micro locations. The portfolio also includes seven hotels in Berlin, Dresden, Leipzig and Rostock. TLG IMMOBILIEN AG's properties stand out not only due to their excellent locations, but also because of their long-term lease agreements.
As of 30 September 2017, the total property value amounts to EUR 2.4 bn and the EPRA Net Asset Value per share amounts to EUR 20.00.
Important Notice 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. For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC, and any 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 to 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 Deutsche Bank Aktiengesellschaft ("Deutsche Bank") are acting exclusively for TLG IMMOBILIEN AG in connection with the Placement. J.P. Morgan and Deutsche Bank 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 Deutsche Bank 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 Deutsche Bank 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 Deutsche Bank as well as any of their affiliates acting as investors for their own accounts. In addition, J.P. Morgan and Deutsche Bank or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which J.P. Morgan and Deutsche Bank or their affiliates may from time to time acquire, hold or dispose of shares of TLG IMMOBILIEN AG. J.P. Morgan and Deutsche Bank 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 Deutsche Bank 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.
To the extent that this announcement contains forward-looking statements, such statements do not represent facts and are characterized by the words "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of TLG IMMOBILIEN AG and are based on current plans, estimates and forecasts which TLG IMMOBILIEN AG has made to the best of its knowledge, but which 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 IMMOBILIEN AG. It should be kept in mind that the actual events or developments may differ materially from those contained in or expressed by such forward-looking statements.
09.11.2017 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.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: email@example.com Internet: www.tlg.de ISIN: DE000A12B8Z4 WKN: A12B8Z Indices: SDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Stuttgart, Tradegate Exchange End of News DGAP News Service