Berlin, February 7, 2020 – ACCENTRO Real Estate AG (“ACCENTRO”) has successfully placed new unsubordinated and unsecured EUR 250,000,000 bonds with a three-year term (maturing in 2023) (the “New Bond”).
The New Bond is being issued at 99.745% of par value and carries a coupon of 3.625% per annum. The net proceeds from the New Bond will be used to repay the EUR 100,000,000 3.75% bonds maturing in 2021 (ISIN DE000A2G87E2), to finance the acquisition of new real estate in Germany, and for general corporate purposes.
The New Bond is governed by German law and was offered only as part of a private placement and exclusively to qualified investors outside the United States of America (Regulation S). There will be no public offering of the New Bond. The New Bond is listed on the Euro MTF market of the Luxembourg Stock Exchange.
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 bonds. The Bonds may not be publicly offered in any jurisdiction under circumstances that would require the issuer of the Bonds to prepare or register a prospectus or offering document relating to the Bonds 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 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 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.
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 INTO OR WITHIN THE UNITED STATES OR IN OTHER JURISDICTIONS WHERE THE DISTRIBUTION OF THIS ANNOUNCEMENT IS UNLAWFUL. ADDITIONAL TERMS AND RESTRICTIONS APPLY.
February 7, 2020 / 6:38 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