DGAP-News: TAG Immobilien AG: Conversion price for New Convertible Bonds and price for partial repurchase of the Outstanding Convertible Bonds have been set

PRESS RELEASE

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE UNLAWFUL.

TAG Immobilien AG: Conversion price for New Convertible Bonds and price for partial repurchase of the Outstanding Convertible Bonds have been set

Hamburg, August 21, 2020 - TAG Immobilien AG (the "Company") announces that the reference share price in relation to the new convertible bonds (ISIN DE000A3E46Y9) (the "New Convertible Bonds") and the partial repurchase of the outstanding convertible bonds due 2022 (ISIN DE000A2GS3Y9) (the "Outstanding Convertible Bonds") has been set at EUR 25.1949 (being the average of the daily volume-weighted average prices of the no-par value ordinary bearer shares of the Company (the "Ordinary Shares") on XETRA on 20 and 21 August 2020).

The conversion premium has been set at 35% which results in an initial conversion price of the New Convertible Bonds of EUR 34.01. The New Convertible Bonds are convertible into 13,818,199 new and/or existing Ordinary Shares representing approx. 9.4% of the Company's share capital.

The Company has successfully repurchased Outstanding Convertible Bonds in an aggregate nominal amount of EUR 131 million. This corresponds to 50% of the outstanding aggregate nominal amount of EUR 262 million. The final purchase price per bond amounts to EUR 144,367.97 plus accrued interest.

Goldman Sachs International and Jefferies acted as Joint Global Coordinators and, together with Société Générale, as Joint Bookrunner on the issuance of the New Convertible Bonds. Goldman Sachs International, Jefferies and Société Générale acted as Joint Dealer Managers on the repurchase of the Outstanding Convertible Bonds. VICTORIAPARTNERS acted as Financial Advisor to the Company.

Contact

TAG Immobilien AG

Dominique Mann

Head of Investor & Public Relations

Tel. +49 (0) 40 380 32 305, Fax +49 (0) 40 380 32 390

[email protected]

IMPORTANT NOTICE

This publication may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This publication is for information purposes only and does not constitute 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 of the Company. There has not been, and will not be, any public offering of the New Convertible Bonds. No prospectus has been prepared in connection with the offering of the New Convertible Bonds. The New Convertible Bonds may not be offered to the public in any jurisdiction in circumstances which would require to prepare or register any prospectus or offering document relating to the New Convertible Bonds in such jurisdiction.

This publication does not constitute an offer to sell or a solicitation of an offer to purchase any securities of the Company in the United States. The securities of the Company referred to herein have not been, and will not be, registered under the Securities Act or the laws of any state within the United States, and may not be offered or sold in the United States or to or for the account or benefit of any U.S. person, except in a transaction not subject to, or pursuant to an applicable exemption from, the registration requirements of the Securities Act or any state securities laws. No offering of the New Convertible Bonds is being made in the United States.

In the United Kingdom, this publication is only being distributed to and is only directed at (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 (as amended) (the "Order"), (ii) high net worth entities falling within Article 49(2) of the Order, and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this document relates are only available to, and will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this release or any of its contents.

In member states of the European Economic Area ("EEA") and the United Kingdom, this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017.

MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MiFID II product governance) for the New Convertible Bonds is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. No key information document (KID) has been prepared in accordance with Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) as this document and any investment or investment activity to which this document relates is not available to retail in the EEA or the United Kingdom.