LEG Immobilien AG / Key word(s): Corporate Action
LEG Immobilien AG to launch cash capital increase and to issue new convertible bonds
- Up to 2.37 million new shares to be issued
- Approximately EUR 550 million convertible bonds offered
- Targeted proceeds in the aggregate amount of approximately EUR 800 million to be used to finance LEG's most recent acquisitions as well as for general corporate purposes
Duesseldorf, June 23, 2020 - The Management Board of LEG Immobilien AG ("LEG" or the "Company") resolved today, with the consent of the Supervisory Board, to concurrently launch a capital increase against cash contribution with the intention to generate gross proceeds in the amount of approximately EUR 250 million ("Capital Increase") and to issue convertible bonds due 2028 in an aggregate principal amount of approximately EUR 550 million ("Convertible Bonds").
The Capital Increase corresponds to a notional amount of up to EUR 2.37 million or up to 3.4% of the registered share capital, is being made against cash contributions and excluding the shareholders' subscription rights. The placement price per new share will be determined following the conclusion of an accelerated bookbuilding. The new shares will carry full dividend rights from January 1, 2019.
The share placement will be launched with immediate effect, and the new shares shall be offered to institutional investors in and outside of Germany. The new shares will be admitted to trading on the regulated market (regulierter Markt) without a prospectus and included in the existing quotation for the Company's shares in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange on or around June 30, 2020.
The Convertible Bonds will be issued at 100% of their principal amount with a denomination of EUR 100,000 per Convertible Bond and, unless previously converted, repurchased or cancelled, will be redeemed at par at maturity. The Convertible Bonds will be offered with a coupon between 0.20% and 0.60% per annum, payable semi-annually in arrear, and a conversion premium between 35% and 40% above the reference share price, which corresponds to the placement price that will be determined in the concurrent share placement.
The pricing of the offering of the Convertible Bonds will be determined on the basis of an accelerated bookbuilding. Settlement is expected to take place on or around June 30, 2020, and admission to trading on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange is expected shortly thereafter.
LEG will be entitled to redeem the Convertible Bonds at their principal amount (plus accrued interest) in accordance with the terms and conditions of the Convertible Bonds at any time (i) on or after July 21, 2025, if the price per share is equal or exceeds 130% of the then prevailing conversion price over a certain period or (ii) if 20% or less of the aggregate principal amount of the Convertible Bonds remain outstanding.
The Convertible Bonds will be offered only to institutional investors in certain jurisdictions outside the United States via a private placement.
Use of Proceeds
LEG intends to use the net proceeds to finance its most recent acquisitions of c. 7,500 units as well as for general corporate purposes.
As part of the Capital Increase and the issue of the Convertible Bonds, the Company has agreed to a lock-up period of 90 days, subject to customary exceptions.
This announcement may not be published, distributed or transmitted, directly or indirectly, in or into the United States of America (including its territories and possessions), Canada, Japan, Australia, South Africa or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of the Company in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities described in this announcement will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.
In member states of the European Economic Area (the "EEA") and in the United Kingdom the placement of securities described in this announcement (the "Placement") 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 (Prospectus Regulation) as amended from time to time and in the case of the United Kingdom, that regulation as retained in the law of the United Kingdom. In addition, in the United Kingdom this announcement is only directed at Qualified Investors who are: (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 or (iii) other persons to whom it can otherwise lawfully be communicated, all such persons in (i), (ii) and (iii) being referred to as "Relevant Persons". This communication must not be acted upon by and no investment activity will be engaged in with (i) in the United Kingdom, persons who are not Relevant Persons, and (ii) in any EEA member state, persons who are not Qualified Investors.
No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement does not constitute a recommendation concerning the Placement. Investors should consult a professional advisor as to the suitability of the Placement for the person concerned.
MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MiFID II product governance) for the Convertible Bonds is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or the UK.
This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of LEG Immobilien AG. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'believes,' 'estimates,' 'anticipates,' 'expects,' 'intends,' 'may,' 'will' or 'should' or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management board of LEG Immobilien AG and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release.
We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.
|Company:||LEG Immobilien AG|
|Phone:||+49 (0) 211 / 4568 - 0|
|Fax:||+49 (0) 211 / 4568 - 204|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Stuttgart, Tradegate Exchange|
|EQS News ID:||1077117|
|End of Announcement||DGAP News Service|