(As Defined in Regulation S Under the Us Securities Act
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NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. FURTHER CONDITIONS AND RESTRICTIONS APPLY. 12 February 2020 Notice of the results of the Invitation made by ACCENTRO Real Estate AG a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany (the “Issuer”) to the holders of any and all of its outstanding EUR 100,000,000 3.75 per cent. Notes due 26 January 2021 (ISIN: DE000A2G87E2) (the “Notes”) to tender for the purchase for cash any and all of the Notes This announcement is made as a matter of record only and should be read in conjunction with the invitation memorandum dated 03 February 2020 (the “Invitation Memorandum”). Capitalised terms in this announcement shall have the meanings given to them in the Invitation Memorandum. The Issuer announces the results in connection with the Invitation: Pursuant to the Invitation set forth in the Invitation Memorandum, the holders of the Notes were invited to tender for the purchase for cash any and all of the Notes. The Issuer has accepted tenders of Notes in an aggregate principal amount set out below. Aggregate principal amount of Notes validly tendered and accepted for purchase: EUR 89,835,000 Purchase Price per Note: 103.243% The Issuer will also pay any and all Accrued Interest in respect of the Notes accepted for purchase pursuant to the Invitation. The Invitation commenced on 03 February 2020 and expired at 5.00 p.m. (CET) on 11 February 2020. The Settlement is expected to be on 14 February 2020. Upon settlement, the outstanding aggregate principal amount of Notes will be reduced from EUR 100,000,000 to EUR 10,165,000 which represents a participation rate for the Invitation of approximately 89.8%. As more than 80% of the aggregate principal amount of the Notes will be purchased by the Issuer under the Tender Offer, the Issuer intends to notify the Noteholders and redeem the remaining Notes in whole at the principal amount thereof plus unpaid interest accrued to (but excluding) the date of actual redemption in accordance with the terms and conditions of the Notes. Requests for information in relation to the terms of the Invitation should be directed to: 1 THE JOINT DEALER MANAGERS Deutsche Bank Aktiengesellschaft ODDO BHF SCA Mainzer Landstrasse 11-17 12 Boulevard de la Madeleine 60329 Frankfurt am Main 75440 Paris Cedex 09 Germany France For information by telephone: For information by telephone: +44 20 7545 8011 + 33 (0) 1 44 51 80 19 / + 33 (0)1 44 51 85 66 Attention: Attention: Liability Management Group Raphael de Riberolles / Mickael Previ Email: [email protected] / [email protected] THE TENDER AGENT ODDO BHF Aktiengesellschaft Bockenheimer Landstraße 10 60323 Frankfurt am Main Germany For information by telephone: +49 (0) 69 718 3922 Attention: Dietmar Schieber / Scott Gieschen Email: [email protected] This notice, the Invitation Memorandum and the Invitation are not for distribution, directly or indirectly, in or into or to any person located or resident in the United States. The Invitation referenced herein is not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the Invitation cannot be accepted by any such use, means, instrumentality or facility or from within the United States. Nothing in this notice constitutes an offer to buy or the invitation to offer to sell securities in the United States, the United Kingdom (except as set out in the Invitation Memorandum), the Republic of Italy (except as set out in the Invitation Memorandum), the Kingdom of Belgium (except as set out in the Invitation Memorandum) and the Republic France (except as set out in the Invitation Memorandum) or any other jurisdiction in which such offer or solicitation would be unlawful. The communication of the Invitation Memorandum and any other documents or materials relating to the Invitation is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) or within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order (such persons together being the “Relevant Persons”). This document is only available to Relevant Persons and the transaction contemplated herein will be available only to, or engaged in only with, Relevant Persons, and this financial promotion must not be relied or acted upon by persons other than Relevant Persons. 2 The distribution of the Invitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Invitation Memorandum comes are required by the Issuer, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions as set out in the part “Invitation and Distribution Restrictions” of the Invitation Memorandum. 3 .