NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE UNLAWFUL.
LEG Immobilien AG ("LEG" or the "Company") placed a capital increase against cash contribution (the "Capital Increase"), placing a total of 2.37 million ordinary registered shares with institutional investors by way of an accelerated bookbuilding, each share representing EUR 1.00 of the share capital. The issue price was EUR 115 per share, resulting in gross proceeds of around EUR 273 million. The shareholders' subscription rights have been excluded.
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.
LEG also placed senior, unsecured convertible bonds due 2028 in an aggregate principal amount of EUR 550 million (the "Convertible Bonds"), initially convertible into 3.54 million new and/or existing ordinary registered shares of LEG, representing approximately 5.1% of the Company's share capital. The shareholders' subscription rights have been excluded.
The Convertible Bonds will have a maturity of 8 years with a denomination of EUR 100,000 per convertible bond and will be issued at 100% of their principal amount with a semi-annually payable coupon of 0.40% per annum. The initial conversion price amounts to EUR 155.25, representing a conversion premium of 35% above the reference share price, which corresponds to the placement price that was determined in the concurrent share placement. Settlement of the Convertible Bonds 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 August 05, 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 Company will receive gross proceeds in an amount of around EUR 273 million from the Capital Increase and EUR 550 million from the issue of Convertible Bonds. LEG intends to use the net proceeds to finance its most recent acquisitions of ca. 7,500 units as well as for general corporate purposes.
As part of the Capital Increase and the issue of Convertible Bonds, the Company has agreed to a lock-up of 90 days, subject to customary exceptions.
Deutsche Bank, HSBC, Société Générale and UniCredit Bank acted as Joint Global Coordinators and Joint Bookrunners on the Capital Increase and the issue of Convertible Bonds. Commerzbank acted as Co-Lead Manager on this transaction.
With around 136,000 rental properties and more than 365,000 residents, LEG is one of Germany’s leading listed housing companies. The company has seven branch offices in North Rhine-Westphalia, providing personal local contact. LEG generated income of around EUR 809 million from its core rental and lease business in the 2019 financial year. As part of the new construction campaign it launched in 2018, LEG wishes to make a social contribution towards creating both privately financed and publicly subsidised housing, and to build or acquire at least 500 new apartments per year from 2023 onwards.
Investor Relations contact:
Tel. +49 211 45 68-325
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.