Berlin, 12 February 2020 - ACCENTRO Real Estate AG (“ACCENTRO”) announces the following results of the tender offer launched on 3 February 2020 (the “Tender Offer”) to buy back its outstanding EUR 100,000,000 3.75 per cent Notes due 2021 (ISIN: DE000A2G87E2) (the “2018/2021 Notes”):
The total tendered amount under the Tender Offer is approximately EUR 89.8 million (representing 89.8% of the nominal amount outstanding 2018/2021 Notes). ACCENTRO accepts the full tendered amount for a purchase price of 103.243%. The settlement date for the Tender Offer is expected to be 14 February 2020.
In addition, ACCENTRO intends to redeem the 2018/2021 Notes outstanding after the Tender Offer at the nominal amount plus accrued interest (the “Redemption”) and plans to publish a redemption notice on 14 February 2020.
The transactions will be financed with the proceeds from the issuance of new unsubordinated and unsecured EUR 250,000,000 notes with a maturity of three years (until 2023) (the “New Notes”), which was launched simultaneously to the Tender Offer.
This announcement is for information purposes only and does not constitute, contain or form part of, and should not be construed as, an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transactions, there has not been, nor will there be, any public offering of the note. The notes may not be offered to the public in any jurisdiction under circumstances which would require the issuer of the notes to prepare or register any prospectus or offering document relating to the notes in such jurisdiction. The distribution of this announcement and the offer and sale of the notes in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions. Neither this announcement nor the invitation memorandum constitutes an offer to sell or a solicitation of an offer to purchase any securities in the United States or to U.S. persons. Any securities referred to therein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state within the U.S., and may not be offered or sold in the United States absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. There will be no offering of the securities in the United States. This announcement and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to publications with a general circulation in the United States. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. The New Notes is being offered and sold only outside the United States in reliance on Regulation S under the Securities Act. The purpose of this announcement and the invitation memorandum is limited to the Tender Offer and this announcement and the invitation memorandum may not be sent or given to a person in the United States or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act. The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a “Retail Investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II; or (iii) not a Qualified Investor as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. In the United Kingdom, this announcement is only being distributed to and is only directed at persons who (i) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). The notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. The Tender Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The 2018/2021 Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the invitation memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of 2018/2021 Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of 2018/2021 Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each holder of 2018/2021 Notes participating in the Tender Offer will represent that it is not located in the United States and is not participating in the Tender Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States.
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 ANNOUNCEMENT. FURTHER CONDITIONS AND RESTRICTIONS APPLY.
12-Feb-2020 / 14:03 CET/CEST / Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Accentro Real Estate AG
+49 (0)30 – 887 181 799