NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL

TLG IMMOBILIEN AG launches capital increase by way of accelerated bookbuilding offering

- Placement of new shares with institutional investors, targeting gross proceeds of EUR 220 million

- Issue proceeds to be invested in the financing of potential growth and acquisitions in line with our investment drive, including our LTV targets

Berlin, 26 June 2019 - Today, the management board of TLG IMMOBILIEN AG, with the consent of the supervisory board, resolved on a capital increase against cash contributions by partially utilizing the Authorized Capital 2017/II. The share capital of the company will be increased by issuing new no‐par value ordinary bearer shares against cash contributions under the exclusion of shareholders' subscription rights, targeting gross proceeds of EUR 220 million.

The new shares will be offered exclusively to institutional investors as part of a private placement by way of an accelerated bookbuilding offering. The bookbuilding process will begin on 26 June 2019 and is expected to end shortly thereafter.

The placement price will be determined after the conclusion of the accelerated bookbuilding offering and is expected to be announced shortly thereafter.

It is expected that the new shares will be admitted to trading on 1 July 2019 and will be included in the existing quotation on the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) on 2 July 2019. The new shares will carry full dividend rights from 1 January 2019. Settlement/closing of the transaction is expected to take place on 2 July 2019. TLG IMMOBILIEN AG has agreed to a customary lock-up period of three months.

TLG IMMOBILIEN AG intends to use the net proceeds from the private placement for the financing of potential growth and acquisitions, while meeting our LTV and FFO targets.

Commenting on the capital increase, both Barak Bar-Hen, CEO, and Gerald Klinck, CFO of TLG IMMOBILIEN AG, said, 'We are committed to our growth strategy of our well stablished portfolio. The capital increase is part of few measures we consider to raise funds in order to capture attractive acquisition opportunities and to continue to drive the company's growth further.'

Deutsche Bank and J.P. Morgan are acting as Joint Global Coordinators and Joint Bookrunners for the private placement.
 

CONTACT

Christoph Wilhelm Corporate Communications Phone: +49 30 2470 6355 E-mail: christoph.wilhelm@tlg.de

Sven Annutsch Investor Relations Phone: +49 30 2470 6089 E-mail: sven.annutsch@tlg.de

 

ABOUT TLG IMMOBILIEN AG

For over 25 years, the listed company TLG IMMOBILIEN AG has owned and rented out commercial properties in selected promising locations in Germany. The company continuously develops its portfolio and actively generates value through strategic investments and selected property acquisitions. As at 31 March 2019, its portfolio contains properties worth in excess of EUR 4.1 bn. As at the same reporting date, the adjusted EPRA Net Asset Value per share amounted to EUR 26.67. The portfolio comprises office properties in cities including Berlin, Dresden, Frankfurt/Main, Leipzig and Rostock. It also contains a regionally diversified portfolio of retail properties, primarily in the neighbourhood shopping segment, in promising micro-locations as well as seven hotels in top central locations. The properties of TLG IMMOBILIEN AG stand out not only due to their excellent locations but also because of their long-term rental or lease agreements. Its highly qualified employees guarantee extensive local market expertise at its individual locations.

This publication contains forward-looking statements based on current views and assumptions of TLG IMMOBILIEN AG's management and made to the best of knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause TLG IMMOBILIEN AG's revenues, profitability or the degree to which it performs or achieves its targets, to materially deviate from what is explicitly or implicitly stated or described in this publication. Therefore, persons who obtain possession of this publication should not rely on such forward-looking statements. TLG IMMOBILIEN AG accepts no guarantee or responsibility regarding such forward-looking statements and will not adjust them to future results or developments.

Important Notice

This publication may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia 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 publication does not constitute an offer of, or a solicitation of an offer to purchase, securities of TLG IMMOBILIEN AG or of any of its subsidiaries 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 referred to herein may not be offered or sold in the United States of America in the absence of registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of TLG IMMOBILIEN AG have not been, and will not be, registered under the Securities Act.

In the United Kingdom, this announcement is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc. (all such persons together being referred to as "Relevant Persons")). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area ("EEA") this announcement and any offer, if made subsequently, is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive. For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC, and any amendments thereto, in particular Directive 2010/73/EU.

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 private placement of securities described in this announcement (the "Placement"). Investors should consult a professional advisor as to the suitability of the Placement for the person concerned.

J.P. Morgan Securities plc ("J.P. Morgan") and Deutsche Bank Aktiengesellschaft ("Deutsche Bank") are acting exclusively for TLG IMMOBILIEN AG in connection with the Placement. J.P. Morgan and Deutsche Bank will not regard any other person as their respective client in connection with the Placement and will neither be responsible, nor provide protection, to anyone other than TLG IMMOBILIEN AG, nor will J.P. Morgan or Deutsche Bank provide advice to anyone other than TLG IMMOBILIEN AG in relation to the Placement, the contents of this announcement or any other matter referred to herein.

In connection with the Placement, J.P. Morgan and Deutsche Bank as well as any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of TLG IMMOBILIEN AG and may otherwise deal for their own accounts. Accordingly, references to the securities being issued or sold should be read as including any issue, offer or sale to J.P. Morgan and Deutsche Bank as well as any of their affiliates acting as investors for their own accounts. In addition, J.P. Morgan and Deutsche Bank or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which J.P. Morgan and Deutsche Bank or their affiliates may from time to time acquire, hold or dispose of shares of TLG IMMOBILIEN AG. J.P. Morgan and Deutsche Bank do not intend to disclose the extent of any such investment or transactions, unless there is a legal or regulatory obligation to do so.

None of J.P. Morgan or Deutsche Bank or any of their respective directors, officers, employees, advisers or agents accept any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from this announcement) or, with limited exception, any other information relating to TLG IMMOBILIEN AG, its subsidiaries and affiliated companies, whether written, oral or in visual or electronic form, or any damage howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

To the extent that this announcement contains forward-looking statements, such statements do not represent facts and are characterized by the words "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of TLG IMMOBILIEN AG and are based on current plans, estimates and forecasts which TLG IMMOBILIEN AG has made to the best of its knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by TLG IMMOBILIEN AG. It should be kept in mind that the actual events or developments may differ materially from those contained in or expressed by such forward-looking statements.