ADLER Real Estate AG
ADLER Real Estate AG: ADLER Real Estate AG approves issue of convertible notes around EUR 150 million
ADLER Real Estate AG / Key word(s): Corporate Action 10.06.2016 14:52 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad-hoc announcement (§ 15 WpHG) ADLER Real Estate AG approves issue of convertible notes around EUR 150 million Hamburg, 10 June 2016. The Management Board of ADLER Real Estate AG, Frankfurt am Main (ISIN DE0005008007) has decided today, with the approval of the Supervisory Board, to issue around EUR 150 million, principal amount, of convertible notes with a five-year term convertible into shares of ADLER Real Estate AG. The conversion price is expected to be set at a 25 - 30% premium to the volume weighted average price of ADLER Real Estate AG's listed stock on the Frankfurt a Main on the pricing date. The interest rate is expected to be set between 1.50 % p.a. and 2.50 % p.a. Final pricing information is expected to be released by ad-hoc announcement on 15 June 2016 at the latest and published in the Federal Gazette on 17 June 2016. Net of issue-related costs, the funds raised will be used to refinance existing loans and bonds with comparatively high interest rates, to finance future real estate acquisitions, to modernise the company's existing real estate portfolio and for general corporate purposes. The issue and subscription price (also corresponding to the nominal amount and initial conversion price for the convertible notes) and the interest rate for the new convertible notes will be set by the Management Board, subject to approval by the Supervisory Board. This will take place following completion of a private placement and will be based on a book- building process. The convertible notes offering is composed of a private placement and a public offer in the form of subscription rights offering addressed to the company's shareholders and holders of the 2013/2017 convertible notes (EUR 10 million, 6.0%, ISIN: DE000A1TNEE3), holders of the 2013/2018 convertible notes (EUR 11.25 million, 6.0%, ISIN: DE000A1YCMH2) and holders of the 2015/2018 mandatory convertible notes (EUR 175 million, 0.5%, ISIN: DE000A161ZA7). The private placement is expected to be executed directly before or at the beginning of the subscription period and will be addressed exclusively to qualified investors as defined in § 2 No. 6 of the German Securities Prospectus Act (subject to corresponding clawbacks upon allocation) in select jurisdictions outside the United States of America pursuant to Regulation S of the U.S. Securities Act. For shareholders and holders of the existing 2013/2017 and 2013/2018 convertible notes, the subscription ratio will be 13 to 2, i.e. two new convertible notes may be subscribed for every 13 shares or convertible notes already held. Holders of the 2015/2018 mandatory convertible notes may subscribe for 932 new convertible notes for every existing partial note with a nominal amount of EUR 100,000 already held. The subscription offer is expected to be published in the German Federal Gazette on 13 June 2016 and the subscription period within which subscription rights may be exercised by the rights holders is expected to begin on 14 June 2016 and end on 27 June 2016 (both days inclusive). ODDO & Cie, Paris, ODDO SEYDLER BANK AG, Frankfurt am Main and Stifel Nicolaus Europe Limited, London are acting as joint book runners for the transaction. BHF-Bank AG is acting as selling agent. The full subscription offer is expected to be published on 13 June 2016 in the Federal Gazette and in the "Investor Relations" section of the website of ADLER Real Estate AG at www.adler-ag.com. The Management Board Disclaimer: This publication does not constitute an offer to sell nor a solicitation of an offer to buy or subscribe for any securities. No offer of securities of the ADLER Real Estate AG is being, or will be, made to the public outside Germany. The proposed offer in Germany will be made exclusively by means of a securities prospectus to be published and filed with the German Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Such securities prospectus will at the appropriate time be made available free of charge at ADLER Real Estate AG. The distribution of this publication may be restricted by law in certain jurisdictions. Persons into whose possession this publication comes are requested to inform themselves about and to observe any such restrictions. The failure to comply with such restrictions could constitute and a violation of the securities laws of such jurisdiction. In the member states of the European Economic Area (EEA) (other than Germany) the securities referred to herein will be offered on the basis of an exemption from the requirement to publish a securities prospectus. Accordingly, this publication is only directed to, and is limited to, persons within the member states of the EEA who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended from time to time). The material set forth herein is for informational purposes only and does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States except pursuant to an exemption from the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction of the United States. No public offering of securities will be made in the United States. In the United Kingdom, this document is only being distributed to and 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 is directed only at Relevant Persons and must not be acted on or relied on 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. Contact for enquiries: Dr. Rolf-Dieter Grass ADLER Real Estate AG Tel: 030 2000 91429 r.grass@adler-ag.com 10.06.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: ADLER Real Estate AG Herriotstr. 5 60528 Frankfurt am Main Germany Phone: +49 (0)40 - 29 8130-0 Fax: +49 (0)40 - 29 8130-99 E-mail: info@adler-ag.com Internet: www.adler-ag.com ISIN: DE0005008007, XS1211417362, DE000A1R1A42, DE000A11QF02 WKN: 500800, A14J3Z, A1R1A4, A11QF0 Indices: SDAX, GPR General Index Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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