Aroundtown S.A. — Share Issue/Capital Change 2018

Jun 11, 2018

Aroundtown SA (IRSH)

11-Jun-2018 / 12:16 CET/CEST Dissemination of a RegulatoryAnnouncement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

NOT FOR DISTRIBUTION IN OR INTOOR TOANYPERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIESAND POSSESSIONS (INCLUDINGPUERTORICO, THE U.S. VIRGIN ISLANDS, GUAM,AMERICAN SAMOA, WAKE ISLANDAND THE NORTHERN MARIANAISLANDS),ANYSTATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA(THE 'UNITED STATES') OR IN OR INTOOR TOANYPERSON RESIDENT OR LOCATED IN ANYOTHER JURISDICTION WHERE IT IS UNLAWFUL TOPUBLISH OR DISTRIBUTE THIS DOCUMENT.

AROUNDTOWN SAANNOUNCES DISCUSSIONS OF POSSIBLE CONVERSIONS OF ITS EUR 300 MILLION 1.5% CONVERTIBLE BONDS DUE 2021

11 June 2018

Aroundtown SA (Aroundtown) is entering into discussions with certain holders (the Bondholders) of its EUR300 million 1.5% Convertible Bonds due 2021 (ISIN: XS13336607715) (the Bonds) pursuant to which such Bondholders may be incentivized to agree to exercise their Conversion Rights (as defined in the terms and conditions of the Bonds) to convert their Bonds into ordinary shares of the Company. Berenberg is acting as the advisor to Aroundtown.

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 cities in Germany/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 1,Avenue du Bois, L-1251 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, XS1508392625, XS1227093611, XS1336607715, XS1403685636, XS1449707055, XS1532877757, XS1540071724, XS1586386739, XS1649193403, XS1634523754 Category Code:MSCL TIDM: IRSH LEICode: 529900H4DWG3KWMBMQ39 Sequence No.: 5638 EQS News ID: 694187

End ofAnnouncementEQS News Service