TAG Immobilien AG launches a convertible bond offering
TAG Immobilien AG / Key word(s): Corporate Action25.06.2012 08:11Dissemination of an Ad hoc announcement according to § 15 WpHG, transmittedby DGAP - a company of EquityStory AG.The issuer is solely responsible for the content of this announcement.---------------------------------------------------------------------------Not for publication or distribution in the United States, Australia, Canadaor Japan.TAG Immobilien AG launches a convertible bond offeringHamburg, 25 June 2012: The Management Board of TAG Immobilien AG, Hamburg,('TAG') resolved today, with the approval of the supervisory board, toissue unsubordinated, unsecured convertible bonds (the 'Bonds') convertibleinto no par value ordinary bearer shares of TAG. The Bonds (each with adenomination of EUR 100,000) will be offered only to institutionalinvestors outside of the US. The pre-emptive rights of shareholders of TAGto subscribe to the Bonds are excluded.The offering size will be around EUR 95 million with up to 9,642,825underlying shares. The Bonds will have a maturity of seven years and willbe issued and redeemed at 100% of their principal amount. The initialconversion price will be set at a conversion premium of 20.0% - 25.0% abovethe reference share price, VWAP (volume weighted average price) of theshares on XETRA on the pricing date.The coupon will be between 4.50% - 5.50% p.a. payable semi-annually inarrear and will also be determined during the bookbuilding process. Holdersof the Bonds will be entitled to require an early redemption of their Bondson the fifth anniversary, after the issue date, at the principal amounttogether with accrued interest. Pricing is expected to be announced latertoday and settlement is expected on or around 28 June 2012.TAG intends to apply for inclusion of the Bonds in the Open Market(Freiverkehr) segment on the Frankfurt Stock Exchange. Deutsche Bank,Frankfurt am Main, is acting as sole Bookrunner in relation to thetransaction. Close Brothers Seydler Bank AG, Frankfurt am Main, and Kempen& Co N.V., Amsterdam, are acting as Co-Managers.TAG intends to use the proceeds from the issue of the Bonds for therepayment of a vendor loan resulting from the acquisition of DKB ImmobilienAG, future acquisitions and general corporate purposes. IMPORTANT NOTENOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA (ORTO US PERSONS), AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHERJURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAWThis ad-hoc announcement is for information purposes only and does notconstitute or form part of, and should not be construed as an offer or aninvitation to sell, or issue or the solicitation of any offer to buy orsubscribe for, any securities. In connection with this transaction therehas not been, nor will there be, any public offering of the Bonds. Noprospectus will be prepared in connection with the offering of the Bonds.The Bonds may not be offered to the public in any jurisdiction incircumstances which would require the Issuer of the Bonds to prepare orregister any prospectus or offering document relating to the Bonds in suchjurisdiction.The distribution of this ad-hoc announcement and the offer and sale of theBonds in certain jurisdictions may be restricted by law. Any personsreading this ad-hoc announcement should inform themselves of and observeany such restrictions.This ad-hoc announcement does not constitute an offer to sell or asolicitation of an offer to purchase any securities in the United States.The securities referred to herein (including the Bonds and the shares ofTAG Immobilien AG) have not been and will not be registered under the U.S.Securities Act of 1933, as amended (the 'Securities Act') or the laws ofany state within the U.S., and may not be offered or sold in the UnitedStates or to or for the account or benefit of U.S. persons, except in atransaction not subject to, or pursuant to an applicable exemption from,the registration requirements of the Securities Act or any state securitieslaws. This ad-hoc announcement and the information contained herein may notbe distributed or sent into the United States, or in any other jurisdictionin which offers or sales of the securities described herein would beprohibited by applicable laws and should not be distributed to UnitedStates persons or publications with a general circulation in the UnitedStates. No offering of the Bonds is being made in the United States.In the United Kingdom, this ad-hoc announcement is only being distributedto and is only directed at (i) persons who have professional experience inmatters relating to investments falling within Article 19(5) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order 2005(the 'Order') and (ii) high net worth entities falling within Article 49(2)of the Order and (iii) persons to whom it would otherwise be lawful todistribute it (all such persons together being referred to as 'relevantpersons'). The Bonds are only available to, and any invitation, offer oragreement to subscribe, purchase or otherwise acquire such Bonds will beengaged in only with, relevant persons. Any person who is not a relevantperson should not act or rely on this ad-hoc announcement or any of itscontents.The shares of TAG Immobilien AG are admitted to trading on the regulatedmarket of the Frankfurt Stock Exchange (Prime Standard) and the Munichstock exchange as well as on the inofficial market (Freiverkehr) of theBerlin, Hannover, Düsseldorf, Hamburg und Stuttgart stock exchanges. ISIN:DE0008303504; WKN: 830350. TAG Immobilien AG shares are listed in theSDAX(R) Index of Deutsche Börse.Further information can be obtained on the webpage of TAG Immobilien AG:www.tag-ag.comPress enquiries:TAG Immobilien AGInvestor & Public RelationsBritta Wöhner / Dominique Mann Steckelhörn 520457 HamburgTel. +49 (0)40 380 32-0Fax +49 (0)40 380 32-388 ir@tag-ag.com25.06.2012 DGAP's Distribution Services include Regulatory Announcements,Financial/Corporate News and Press Releases.Media archive at www.dgap-medientreff.de and www.dgap.de--------------------------------------------------------------------------- Language: EnglishCompany: TAG Immobilien AG Steckelhörn 5 20457 Hamburg GermanyPhone: 040 380 32 0Fax: 040 380 32 390E-mail: ir@tag-ag.comInternet: www.tag-ag.comISIN: DE0008303504WKN: 830350Indices: SDAXListed: Regulierter Markt in Frankfurt (Prime Standard), München; Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
