Aroundtown SA (IRSH)
Aroundtown SA announces the start of evaluation of a potential merger with
TLG Immobilien AG following TLG's acquisition of 9.99% stake in Aroundtown
from its largest shareholder Avisco
01-Sep-2019 / 20:54 CET/CEST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
*THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF APPLICABLE LAWS OR REGULATIONS*
*Disclosure of inside information according to Article 17 of Regulation (EU)
No 596/2014 on market abuse*
*Aroundtown SA announces the start of evaluation of a potential merger with
TLG Immobilien AG following TLG's acquisition of 9.99% stake in Aroundtown
from its largest shareholder Avisco*
*Grand Duchy of Luxembourg, 1 September 2019, 20:15 CEST*
The Board of Directors of Aroundtown SA (the '*Company*') (ISIN
LU1673108939) has been informed that its largest shareholder Avisco sold a
stake of 9.99% in the shares of the Company to TLG Immobilien AG ('*TLG*'),
a German commercial real estate company listed on the regulated market of
the Frankfurt Stock Exchange, at a price of EUR 8.3 per share which
corresponds to the EPRA NAV of the Company as of 30 June 2019. The
shareholding of Avisco is reduced to 17%. Additionally, Avisco and TLG
entered into an option agreement relating to further up to 4.99% shares in
the Company currently held by Avisco. In the case of the full exercise of
the options, the shareholding of TLG in the Company will increase to 14.99%
based on the current share capital of the Company. The exercise of the
options is subject to certain conditions precedent including merger
clearance. Additionally, TLG and Avisco have agreed to a lock-up of shares
representing each 9.99% in Aroundtown (based on the current share capital)
until the earlier of 31 August 2020 or a potential merger between the
Company and TLG.
The Board of the Company welcomes TLG as an investor in the Company and
resolved to start with the evaluation of a potential merger with TLG and to
commence discussions in relation thereto.
*About the Company*
Aroundtown SA (symbol: AT1), trading on the Prime Standard of the Frankfurt
Stock Exchange, is the largest listed and highest rated (BBB+ by S&P) German
commercial real estate company. Aroundtown invests in income generating
quality properties with value-add potential in central locations in top tier
European cities mainly in Germany/NL.
Aroundtown SA (ISIN: LU1673108939) is a public limited liability company
(société anonyme) established under the laws of the Grand Duchy of
Luxembourg, registered with the Luxembourg Trade and Companies Register
(Registre de Commerce et des Sociétés, Luxembourg) under number B217868,
having its registered office at 1, Avenue du Bois, L-1251 Luxembourg, Grand
Duchy of Luxembourg.
*Contact *
Timothy Wright
T: +352 285 7741
E: info@aroundtown.de
www.aroundtown.de [1]
*DISCLAIMER *
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES.
THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN, AND WILL NOT
BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE *SECURITIES ACT*), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED
STATES.
THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED IN THE UNITED
KINGDOM TO (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*), (II) HIGH
NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED FALLING WITHIN ARTICLE 49 OF THE ORDER, AND (III) PERSONS TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS *RELEVANT PERSONS*). THIS COMMUNICATION MUST NOT BE
READ, ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT 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 ONLY AT PERSONS WHO ARE
'QUALIFIED INVESTORS' WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE
2003/71/EC, AS AMENDED (THE *PROSPECTUS DIRECTIVE*) (*QUALIFIED INVESTORS*).
ANY PERSON IN THE EEA WHO ACQUIRES THE SECURITIES IN ANY OFFER (AN
*INVESTOR*) OR TO WHOM ANY OFFER OF THE SECURITIES IS MADE WILL BE DEEMED TO
HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED INVESTOR. ANY INVESTOR
WILL ALSO BE DEEMED TO HAVE REPRESENTED AND AGREED THAT ANY SECURITIES
ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN ACQUIRED ON BEHALF OF PERSONS IN
THE EEA OTHER THAN QUALIFIED INVESTORS, NOR HAVE THE SECURITIES BEEN
ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS WHERE
THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BY AROUNDTOWN OR ANY OF
THE MANAGERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS
DIRECTIVE.
THIS ANNOUNCEMENT MAY CONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS AND
OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES, FUTURE
FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TO ANY SUCH
STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT SUBJECT TO
RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF AROUNDTOWN
SA. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A NUMBER OF
FACTORS.
ISIN: LU1673108939, XS1227093611, XS1336607715, XS1403685636,
XS1449707055, XS1532877757, XS1540071724, XS1586386739,
XS1649193403, XS1700429308, XS1715306012, XS1761721262,
XS1815135352, XS1753814141, CH0398677689, XS1857310814
Category Code: MSCU
TIDM: IRSH
LEI Code: 529900H4DWG3KWMBMQ39
Sequence No.: 18614
EQS News ID: 866711
End of Announcement EQS News Service
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(END) Dow Jones Newswires
September 01, 2019 14:54 ET (18:54 GMT)
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