Aroundtown S.A. — M&A Activity 2019

Dec 19, 2019

Aroundtown SA (IRSH) 18-Dec-2019 / 19:01 CET/CEST Dissemination of a RegulatoryAnnouncement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

THISANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLYOR INDIRECTLY, IN OR INTOTHE UNITED STATES, CANADA,AUSTRALIA, JAPAN, SOUTHAFRICAORANYOTHER JURISDICTION WHERE TODOSO WOULD CONSTITUTEAVIOLATION OFAPPLICABLE LAWS OR REGULATIONS

AROUNDTOWN PUBLISHED OFFER DOCUMENT FOR THE VOLUNTARYTENDER OFFER OF TLGIMMOBILIENAG -ACCEPTANCE PERIOD STARTS TODAY-

18 December 2019

Following today's approval of the offer document by the German Federal Financial SupervisoryAuthority (BaFin),Aroundtown SA ('Aroundtown') announces the start of the acceptance period for the voluntary tender offer for all outstanding shares in TLG IMMOBILIENAG ('TLG'). The acceptance period starts today, December 18, 2019, and ends on January 21, 2020.As previously announced,Aroundtown is offering 3.6 newAroundtown shares for each TLG share.

Aroundtown's and TLG's board of directors and executive management teams are supportive of the combination of the two companies on the basis of accretive long-term value creation potential for both shareholder groups.Additionally,Aroundtown has secured shareholder support from TLG's largest shareholder by entering into an irrevocable agreement of up to approx. 28% of TLG's shares subject to certain conditions.

Shmuel Mayo, CEO ofAroundtown: 'We encourage TLG shareholders to accept our offer, as a high acceptance ratio would further increase the combined company's free float post merger which would pave the way for the entrance into larger indices such as the DAX.A high acceptance ratio will enable the combined company to integrate swiftly and will therefore accelerate our envisaged synergy realization, creating value for both shareholder groups.'

TLG shareholders will receive the instruction for participation from their custodian bank.

During the Acceptance Period,Aroundtown will publish regular updates of the acceptance ratio in accordance with the legal requirements.After the announcement of results the additional acceptance period will commence, which is expected to end on February 7, 2020. Further information on the offer can be found in the offer document and the prospectus which are available on Aroundtown's website under the following link:

English version:

https://www.aroundtown.de/investor-relations/bonds/takeover-offer-tlg-immobilien-ag/

German version:

https://www.aroundtown.de/investor-relations/uebernahmeangebot-tlg-immobilien-ag/

About the Company

Aroundtown SA (symbol:AT1), trading on the Prime Standard of the Frankfurt Stock Exchange, is the largest listed and highest rated (BBB+ by S&P) German commercial real estate company.Aroundtown invests in income generating quality properties with value-add potential in central locations in top tier European cities mainly inGermany/NL.

Aroundtown SA (ISIN: LU1673108939) is a public limited liability company (société anonyme) established under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B217868, having its registered office at 40, Rue du Curé, L-1368 Luxembourg, Grand Duchy of Luxembourg.

Contact

Timothy Wright

T: +352 285 7741

E: info@aroundtown.de

www.aroundtown.de

DISCLAIMER

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELLOR THE SOLICITATION OF AN OFFER TO BUYANY SECURITIES.

THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN,AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,AS AMENDED (THE SECURITIESACT),AND MAYNOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION ORAN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT IS DIRECTED ATAND IS ONLYBEING DISTRIBUTED IN THE UNITED KINGDOM TO (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHINARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ORDER), (II) HIGH NET WORTH ENTITIES,AND OTHER PERSONS TO WHOM IT MAYOTHERWISE LAWFULLYBE COMMUNICATED FALLING WITHINARTICLE 49 OF THE ORDER,AND (III) PERSONS TO WHOM IT MAYOTHERWISE LAWFULLYBE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TOAS RELEVANT PERSONS). THIS COMMUNICATION MUST NOT BE READ,ACTED ON OR RELIED ON BYPERSONS WHOARE NOT RELEVANT PERSONS.ANYINVESTMENT OR INVESTMENTACTIVITYTO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLYTO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLYWITH RELEVANT PERSONS.

IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EEA), THIS ANNOUNCEMENTAND ANYOFFER IF MADE SUBSEQUENTLYIS DIRECTED ONLYAT PERSONS WHOARE 'QUALIFIED INVESTORS' WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC,AS AMENDED (THE PROSPECTUS DIRECTIVE) (QUALIFIED INVESTORS). ANYPERSON IN THE EEA WHOACQUIRES THE SECURITIES INANYOFFER (AN INVESTOR) OR TO WHOM ANYOFFER OF THE SECURITIES IS MADE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED INVESTOR.ANYINVESTOR WILLALSO BE DEEMED TO HAVE REPRESENTED AND AGREED THATANYSECURITIES ACQUIRED BYIT IN THE OFFER HAVE NOT BEENACQUIRED ON BEHALF OF PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS, NOR HAVE THE SECURITIES BEENACQUIRED WITHA VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS WHERE THIS WOULD RESULT INA REQUIREMENT FOR PUBLICATION BYAROUNDTOWN OR ANYOF THE MANAGERS OF A PROSPECTUS PURSUANT TOARTICLE 3 OF THE PROSPECTUS DIRECTIVE.

THIS ANNOUNCEMENT MAYCONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS AND OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES, FUTURE FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TOANYSUCH STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT SUBJECT TO RISKS AND UNCERTAINTIES, MANYOF WHICHARE BEYOND THE CONTROLOF AROUNDTOWN SA.ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ONA NUMBER OF FACTORS.

ISIN: LU1673108939, XS1227093611, XS1336607715, XS1403685636, XS1449707055, XS1532877757, XS1540071724, XS1586386739, XS1649193403, XS1700429308, XS1715306012, XS1761721262, XS1815135352, XS1753814141, CH0398677689, XS1857310814 Category Code:TEN TIDM: IRSH LEICode: 529900H4DWG3KWMBMQ39 Sequence No.: 36325 EQS News ID: 939837

End ofAnnouncementEQS News Service