Berlin, February 12, 2020 — ACCENTRO Real EstateAG (“ACCENTRO”) announces the results of the tender offer (the “Tender Offer”) that began on February 3, 2020, for the repurchase of the outstanding EUR 100,000,000 3.75% bonds (ISIN DE000A2G87E2) maturing in 2021 (the “2018/2021 Bond”) as follows:
The total amount of the tender offer is approximately EUR 89.8 million (89.8% of the total outstanding principal amount of the 2018/2021 Bond). ACCENTRO is accepting the entire buyback offer at a buyback price of 103.243%. The buyback offer is expected to be completed on February 14, 2020.
In addition, ACCENTRO intends to repurchase the remaining bonds of the 2018/2021 bond series early at their face value plus accrued interest following the completion of the buyback offer and plans to publish a redemption notice on February 14, 2020.
These transactions will be financed with the net proceeds from the subordinated and unsecured EUR 250,000,000 bonds with a three-year term (maturing in 2023) (the “New Bond”), which were issued concurrently with the buyback offer.
Important Notice
This announcement is for informational purposes only and does not constitute an offer or a solicitation to sell or issue, or a solicitation of an offer to purchase or subscribe for, any securities, nor does it contain any such offer or solicitation, and it should not be construed as such. In connection with these transactions, there has been and will be no public offering of the Bond. The Notes may not be publicly offered in any jurisdiction under circumstances that would require the issuer of the Notes to prepare or register a prospectus or offering document relating to the Notes in that jurisdiction.
The distribution of this announcement, as well as the offering and sale of the bonds, may be restricted by law in certain jurisdictions. All persons reading this announcement should inform themselves of and comply with such restrictions.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. All securities referred to herein 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 United States, and may not be offered or sold in the United States, unless they are registered, exempt from registration, or not subject to the registration requirements of the Securities Act. No offer of securities is being made in the United States. This announcement and the information contained herein may not be distributed or transmitted in the United States of America or in any other jurisdiction where the offer or sale of the securities described herein would be prohibited by applicable law, and may not be distributed or transmitted to publications with general circulation in the United States of America. The New Notes will be offered and sold only outside the United States pursuant to Regulation S of the Securities Act. The purpose of this announcement and the Redemption Memorandum is limited to the redemption offer, and this announcement and the Redemption Memorandum may not be delivered or transmitted to any person within the United States or to any other person, except in connection with an offshore transaction in accordance with the provisions of Regulation S of the Securities Act.
The New Bonds are not intended to be offered, sold, or otherwise made available to retail investors in the European Economic Area (“EEA”) and should not be offered to, sold to, or otherwise made available to retail investors in the EEA. For the purposes of this provision, the term “retail investor” means a person who meets one (or more) of the following criteria: (i) the person is a retail investor within the meaning of Article 4(1)(11) of MiFID II; (ii) they are a client within the meaning of Directive (EU) 2016/97, provided that such client is not considered a professional client within the meaning of Article 4(1)(10) of MiFID II; or (iii) they are not a qualified investor within the meaning of Regulation (EU) 2017/1129 (“EU Prospectus Regulation”). Accordingly, no key information document required under Regulation (EU) No. 1286/2014 (the “PRIIPs Regulation”) has been prepared for the offer, sale, or other making available of the bonds to retail investors in the EEA; therefore, the offer, sale, or other making available of the Bonds to retail investors in the EEA may be unlawful under the PRIIPs Regulation.
In the United Kingdom, this notice is distributed only to, and is directed only at, persons who (i) have professional experience in investment matters (as professional investors falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended from time to time, the “Financial Promotion Order”), (ii) persons falling under Article 49(2)(a) through (d) of the Financial Promotion Order (“high net worth companies, unincorporated associations, etc.”), (iii) persons located outside the United Kingdom, or (iv) persons to whom an invitation or inducement to engage in an investment activity (as defined in Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of debt securities may otherwise be lawfully communicated (all such persons are collectively referred to as “Relevant Persons”). The bond is available only to Relevant Persons, and any solicitation, offer, or agreement to subscribe for, purchase, or otherwise acquire such a bond is made only to Relevant Persons. Any person who is not a Relevant Person should not act on or rely on this announcement or its contents.
The tender offer is not being made, and will not be made in the future, either directly or indirectly, by mail, or by any other means or instrumentality of interstate or foreign commerce, to, or through the facilities of a national securities exchange in, or within, the United States. This includes, but is not limited to, fax, email, telex, telephone, the Internet, and other forms of electronic communication. The 2018/2021 Bond may not be offered in connection with the repurchase offer through such use, instrument, or facility from or within the United States, or by persons residing or located in the United States. Accordingly, copies of the Tender Memorandum and all other documents or materials relating to the Tender Offer shall not be, and may not be, sent by mail or otherwise transmitted, distributed, or forwarded, either directly or indirectly (including, without limitation, by custodians, nominees, or trustees), into or within the United States or to persons residing or located in the United States.
Each holder of the 2018/2021 Bond who participates in the buyback offer represents that he or she is not present in the United States and is not participating in the buyback offer from the United States, or that he or she is acting at his or her own discretion and not on the instructions of a principal to participate in the buyback offer from the United States.
NOT FOR DISTRIBUTION TO A U.S. PERSON (AS DEFINED IN REGULATION S OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED), OR TO ANY PERSON LOCATED IN THE UNITED STATES OF AMERICA OR ITS TERRITORIES AND OUTLYING AREAS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, American Samoa, Wake, or the Northern Mariana Islands), a state of the United States of America, or the District of Columbia (the “United States”), OR IS INTENDED FOR DISTRIBUTION IN OR WITHIN THE UNITED STATES OR IN OTHER JURISDICTIONS WHERE THE DISTRIBUTION OF THIS ANNOUNCEMENT IS UNLAWFUL. ADDITIONAL TERMS AND RESTRICTIONS APPLY.
February 12, 2020 / 2:03 p.m. CET/CEST / Disclosure of inside information pursuant to Article 17 of Regulation (EU) No. 596/2014
Investor Relations Contact:
Thomas Eisenlohr
ACCENTRO Real Estate AG
Kantstraße 44/45
10625 Berlin
Email: eisenlohr@accentro.de
Phone: +49 (0)30 88 71 81 272