CPI Europe AG — Capital/Financing Update 2011

Feb 14, 2011

News Details

Ad-hoc | 14 February 2011 20:36

IMMOFINANZ AG: Issuance of New Convertible Bond due 2018 / Repurchase of outstanding Convertible Bonds due 2014 and due 2017

IMMOFINANZ AG / Key word(s): Issue of Debt

14.02.2011 20:36

Dissemination of an Ad hoc announcement, transmitted by DGAP - a company of
EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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THIS AD-HOC ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS AN OFFER OR AN
INVITATION TO SELL, OR ISSUE OR THE SOLICITATION OF ANY OFFER TO BUY OR
SUBSCRIBE FOR, ANY SECURITIES.

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR
SALES WOULD BE PROHIBITED BY APPLICABLE LAW. NOT FOR DISTRIBUTION TO ANY
PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY.

NOT FOR DISTRIBUTION OR RELEASE, NEITHER DIRECTLY NOR INDIRECTLY, TO THE
PUBLIC IN THE UNITED KINGDOM, BELGIUM OF FRANCE.

IMMOFINANZ AG: Issuance of New Convertible Bond due 2018
Repurchase of outstanding Convertible Bonds due 2014 and due 2017

IMMOFINANZ AG (the 'Company') intends to issue a new convertible bond due
2018. In parallel to the new issue a repurchase of the outstanding 2.75%
convertible bonds due 2014 (ISIN XS0283649977) ('CB 2014') and the 1.25%
convertible bonds due 2017 (ISIN XS0332046043) ('CB 2017') shall take
place, to be financed out of the net proceeds of the new issue.

Issuance of new convertible bonds (CB 2018) with subscription rights of the
existing shareholders

On 14 February 2011 the management board of the Company with the approval
of the supervisory board resolved upon the issuance of up to 125.029.692
convertible bonds due 2018 (ISIN XS0592528870), bearing interest at a rate
of at least 1% per annum, with conversion rights into initially up to
125.029.692 no-par-value bearer shares of the Company (ISIN AT0000809058)
('CB 2018'). The maturity date of CB 2018 will be 8 March 2018. Each
bondholder may at his option give notice and declare its bonds to be
redeemed on 8 March 2016 in accordance with the terms and conditions of the
CB 2018 (the 'Terms and Conditions'). The Company may redeem the CB 2018
after five years of issuance pursuant to the Terms and Conditions provided
the share price of IMMOFINANZ AG during a certain period is equal to or
exceeds 130 per cent. of the conversion price.

The CB 2018 will be offered to existing shareholders of the Company for
subscription by way of a non-public offer within the subscription period
from and including 16 February 2011 to and including 2 March 2011.

On the basis of a subscription ratio of 23 : 3 the shareholders are
entitled for every [23] existing shares to subscribe for three convertible
bonds (CB 2018) at a subscription price (corresponding to the principal
amount, the initial conversion price and the redemption price) of not more
than EUR 5.50 per bond (CB 2018) and a coupon of at least 1%. The
shareholders' subscription rights are allocated according to the balance on
the securities accounts as at the end of 15 February 2011. Each CB 2018
entitles initially to convert into one no-par-value share. No trading in
subscription rights will be organised by the Company or by the Joint
Bookrunners and such trading is not intended.

The subscription invitation (Bezugsaufforderung) will be published in the
Austrian Official Gazette (Amtsblatt zur Wiener Zeitung) on 16 February
2011. The subscription price per one CB 2018, which corresponds to the
principal amount, the initial conversion price and the redemption price, as
well as the interest rate of the CB 2018 (together the 'Terms') have not
been determined yet.

It is envisaged that on 3 March 2011 the management board of the Company -
after having obtained the approval of the supervisory board - will
determine the final Terms of the CB 2018 after a book-building process for
the placement of those CB 2018 for which no subscription right has been
exercised (the 'Price Fixing Date'). Credit Suisse Securities (Europe)
Limited is acting as Sole Global Coordinator and jointly with Deutsche Bank
Aktiengesellschaft and UniCredit Bank Austria AG as Joint Bookrunner. The
Joint Bookrunner have committed themselves to offer all bonds (CB 2018)
which were not subscribed during the subscription invitation for purchase
to institutional investors outside of the United States of America,
Australia, Canada and Japan by way of a book building process.

It is expected that the management board will publish the final Terms of
the CB 2018 via electronic media in accordance with sec 48d Austrian Stock
Exchange Act (BörseG) on the Price Fixing Date and presumably on 5 March
2011 in the Austrian Official Gazette (Amtsblatt zur Wiener Zeitung) in
accordance with sec 174 para 2 Austrian Stock Corporation Act
(Aktiengesetz).

The bonds are expected to be delivered on 8 March 2011 (valuta).

The terms of the bonds are determined by the Terms and Conditions which may
be requested by each shareholder through its custodian from UniCredit Bank
Austria AG stating an email address for the delivery of the Terms and
Conditions. The Terms and Conditions may be submitted only to shareholders
of the Company entitled to subscription rights.

In relation to the subscription offer of the CB 2018 to the shareholders of
the Company only the terms and conditions of the subscription invitation
and the Terms and Conditions are binding.

Invitation to offer to sell CB 2014 and CB 2017

On 14 February 2011 the management board, with the approval of the
supervisory board, passed the resolution that the Company invites
bondholders of outstanding CB 2014 and CB 2017 to offer to sell their CB
2014 and/or CB 2017 for purchase by the Company in accordance with the
terms and conditions of the tender invitation memorandum dated 15 February
2011 (the 'Memorandum').

Offers to sell may be submitted by bondholders of CB 2014 and/or CB 2017 in
the period from 15 February 2011 to 7 March 2011 at 16:00 hours CET. The
results of the invitation to offer to sell will be announced on 7 March
2011. The settlement date will be 8 March 2011 (the 'Settlement Date').

Bondholders of CB 2014 and CB 2017 are requested to contact their
custodians regarding the respective cut-off periods for the submission of
offers to sell, which might end significantly earlier than the end of the
invitation period.

The Company will pay for accepted offers to sell a purchase price of EUR
99,750 for each CB 2014 in the principal amount of EUR 100,000 and of EUR
106,000 for each CB 2017 in the principal amount of EUR 100,000. In
addition, the Company will pay pro rata accrued interest until (and
excluding) the Settlement Date.

Any acceptance of offers to sell by the Company is subject to the issuance
of the CB 2018. The Company intends to use the net proceeds from this
issuance to refinance the repurchase price for the CB 2014 and CB 2017
(excluding accrued interest) ('Maximum Repurchase Price').

Offers to sell by bondholders of CB 2014 and/or CB 2017 which have received
allocations of CB 2018 in course of the private placement will receive
preferential acceptance. If the bonds offered to sell exceed the 'Maximum
Repurchase Price', the Company will accept offers to sell in the
corresponding ratio.

The invitation to offer to sell is exclusively made in accordance with the
terms and conditions set out in the Memorandum. The Memorandum may be
requested from Credit Suisse Securities (Europe) Limited, One Cabot Square,
London E14 4QJ, United Kingdom, Deutsche Bank AG, London Branch, Winchester
House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom and
UniCredit Bank Austria AG, Schottengasse 6 - 8, 1010 Vienna, Austria, free
of charge.

Key data of the invitation to offer to sell CB 2014 and CB 2017

Issuer: IMMOFINANZ AG

Convertible Bonds 2014: 2.75% Convertible Bonds due 20 January 2014 (ISIN
XS0283649977)

Convertible Bonds 2017: 1.25% Convertible Bonds due 19 November 2017 (ISIN
XS0332046043)

Purchase Price CB 2014 (per EUR 100,000 in principal amount): EUR 99,750
(in addition accrued interest will be paid).

Purchase Price CB 2017 (per EUR 100,000 in principal amount): EUR 106,000
(in addition accrued interest will be paid).

Maximum Repurchase Price: Net proceeds from the issuance of the new
convertible bonds 2018 (excluding accrued interest).

Preferred acceptance: Preferred acceptance of offers to sell from investors
who received allocations in the course of the private placement of the new
convertible bonds up to the Maximum Repurchase Price.

Tender Period: 15 February 2011 to 07 March 2011, 16:00 hours CET

Tender Result Announcement: 07 March 2011

Settlement Date: presumably 08 March 2011

Dealer Manager:
Credit Suisse Securities (Europe) Limited, Tel: +44 207 883 8763; E mail:
liability.management@credit-suisse.com

Deutsche Bank AG, London Branch, Tel: +44 207 545 8011; E mail:
liability.management@db.com

UniCredit Bank Austria AG, Tel: +44 207 826 7701; Fax: +44 207 826 7992; E
mail: lonsyndicate@unicreditgroup.eu.

Tender Agent: Deutsche Bank AG, London Branch

Clearing Systems: Euroclear, Clearstream

Disclaimer

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE
OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS AN OFFER OR AN INVITATION
TO SELL, OR ISSUE OR THE SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR,
ANY CONVERTIBLE BONDS OR ANY OTHER SECURITIES OF THE COMPANY. THE
CONVERTIBLE BONDS WILL BE OFFERED TO EXISTING SHAREHOLDERS OF THE COMPANY
FOR SUBSCRIPTION IN THE COURSE OF A NON-PUBLIC SUBSCRIPTION OFFER. IN
CONNECTION WITH THIS TRANSACTION THERE HAS NOT BEEN, NOR WILL THERE BE, ANY
PUBLIC OFFERING OF THE CONVERTIBLE BONDS. NO PROSPECTUS WILL BE PREPARED IN
CONNECTION WITH THE OFFERING OF THE CONVERTIBLE BONDS. THE CONVERTIBLE
BONDS MAY NOT BE OFFERED TO THE PUBLIC IN ANY JURISDICTION IN CIRCUMSTANCES
WHICH WOULD REQUIRE THE ISSUER OF THE CONVERTIBLE BONDS TO PREPARE OR
REGISTER ANY PROSPECTUS OR OFFERING DOCUMENT RELATING TO THE CONVERTIBLE
BONDS IN SUCH JURISDICTION.

THIS ANNOUNCEMENT, THE MEMORANDUM, THE INVITATION TO OFFER TO SELL AND THE
SUBSCRIPTION OFFER ARE NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA,
ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF
COLUMBIA) (THE 'UNITED STATES'). THE INVITATION TO OFFER TO SELL AND THE
SUBSCRIPTION OFFER REFERENCED HEREIN ARE NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, OR BY USE OF THE MAILS, OR BY ANY
MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE, OR OF ANY
FACILITY OF A NATIONAL SECURITIES EXCHANGE, OF THE UNITED STATES AND THE
INVITATION TO OFFER TO SELL AND THE SUBSCRIPTION OFFER CANNOT BE ACCEPTED
BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY OR FROM WITHIN THE
UNITED STATES.

THIS ANNOUNCEMENT, THE MEMORANDUM, THE INVITATION TO OFFER TO SELL AND THE
SUBSCRIPTION OFFER DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO PURCHASE OR SUBSCRIBE ANY SECURITIES IN THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN (INCLUDING THE CONVERTIBLE BONDS AND THE
SHARES OF COMPANY) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT') OR THE LAWS OF
ANY STATE WITHIN THE U.S., AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR, EXCEPT IN A TRANSACTION NOT SUBJECT TO, OR PURSUANT TO AN
APPLICABLE EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OR ANY STATE SECURITIES LAWS. THIS ANNOUNCEMENT, THE MEMORANDUM, THE
INVITATION TO OFFER TO SELL AND THE SUBSCRIPTION OFFER AND THE INFORMATION
CONTAINED HEREIN MAY NOT BE DISTRIBUTED OR SENT INTO THE UNITED STATES, OR
IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES
DESCRIBED HEREIN WOULD BE PROHIBITED BY APPLICABLE LAWS AND SHOULD NOT BE
DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS WITH A GENERAL
CIRCULATION IN THE UNITED STATES. NO OFFERING OF THE CONVERTIBLE BONDS IS
BEING MADE IN THE UNITED STATES.

IN THE UNITED KINGDOM, THIS ANNOUNCEMENT, THE MEMORANDUM, THE INVITATION TO
OFFER TO SELL AND THE SUBSCRIPTION OFFER ARE ONLY BEING DISTRIBUTED TO AND
IS ONLY DIRECTED AT (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL
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 TO
DISTRIBUTE IT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT
PERSONS'). THE CONVERTIBLE BONDS ARE ONLY AVAILABLE TO, AND ANY INVITATION,
OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH
CONVERTIBLE BONDS WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS. ANY
PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS
ANNOUNCEMENT, MEMORANDUM, INVITATION TO OFFER TO SELL, SUBSCRIPTION OFFER
OR ANY OF ITS CONTENTS.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE
CONSTRUED AS AN OFFER OR A PUBLIC INVITATION TO SELL, OR ISSUE OR THE
SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY CONVERTIBLE BONDS OR
ANY OTHER SECURITIES OF THE COMPANY IN ITALY, BELGUM (WITH THE EXCEPTION OF
QUALIFIED INVESTORS ACTING ON THEIR OWN BEHALF), FRANCE (WITH THE EXCEPTION
OF FINANCIAL SERVICE PROVIDERS, WHO RENDER INVESTMENT SERVICES IN
CONNECTION WITH PORTOFOLIOMANAGEMENT FOR THIRD PARTIES AS WELL AS QUALIFIED
INVESTORS (INVESTISSEURS QUALIFIÉS) WITH THE EXCEPTION OF INDIVIDUALS, OR
IN ANY OTHER JURISDICTION IN WHICH OFFERS OR INVITATION TO SELL, OR ISSUE
OR THE SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR WOULD BE
PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT AND THE SUBSCRIPTION OFFER ARE NOT INTENDED FOR
SHAREHOLDERS IN CANADA, AUSTRALIA OR JAPAN. THIS ANNOUNCEMENT, THE
SUBSCRIPTION OFFER AS WELL AS ALL OTHER DOCUMENTS RELATING TO THE EXCERCISE
OF SUBSCRIPTION RIGHTS MUST NEITHER BE SENT BY MAIL NOR BY ANY OTHER WAY TO
CANADA, AUSTRALIA OR JAPAN. NEITHER THE CONVERTIBLE BONDS NOR ANY
SUBSCRIPTION RIGHTS MUST BE SOLD TO PERSONS IN CANADA, AUSTRALIA OR JAPAN.

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER AND SALE OF THE
CONVERTIBLE BONDS IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. ANY
PERSONS READING THIS ANNOUNCEMENT SHOULD INFORM THEMSELVES OF AND OBSERVE
ANY SUCH RESTRICTIONS.

FROM THE ANNOUNCEMENT OF THE FINAL TERMS OF THE CONVERTIBLE BONDS, CREDIT
SUISSE SECURITIES (EUROPE) LIMITED MAY, TO THE EXTENT PERMITTED BY AND IN
ACCORDANCE WITH APPLICABLE LAWS AND DIRECTIVES, EFFECT TRANSACTIONS WITH A
VIEW TO SUPPORTING THE MARKET PRICE OF THE CONVERTIBLE BONDS AND THE SHARES
AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. SUCH
STABILISATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE
BROUGHT TO AN END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE SETTLEMENT
DATE AND 60 DAYS AFTER THE DATE OF ALLOTMENT OF THE CONVERTIBLE BONDS. IF
COMMENCED, SUCH STABILISATION MAY LEAD TO A MARKET PRICE OF THE CONVERTIBLE
BONDS OR THE SHARES WHICH MAY BE HIGHER THAN THE LEVEL THAT WOULD EXIST IF
NO SUCH STABILISATION MEASURES WERE TAKEN AND MAY INDICATE TO THE MARKET A
PRICE STABILITY WHICH WITHOUT SUCH STABILISING MIGHT NOT PREVAIL. HOWEVER,
THERE IS NO OBLIGATION ON CREDIT SUISSE SECURITIES (EUROPE) LIMITED TO
ENGAGE IN SUCH STABILISATION ACTIVITIES AND SUCH STABILISATION, IF
COMMENCED (WHICH MAY NOT OCCUR BEFORE THE FINAL TERMS OF THE BONDS HAVE
BEEN ANNOUNCED), MAY BE DISCONTINUED AT ANY TIME.

Contact:
Margit Hermentin
Head of Investor Relations & Corporate Communications
IMMOFINANZ AG
A-1120 Vienna, Gaudenzdorfer Gürtel 67
Tel.: +43 (0) 5 7111 - 2290
Fax: +43 (0) 5 7111 - 8290

m.hermentin@immofinanz.com
www.immofinanz.com

Press-Coordination:
Hieronymus Tupay
ACCEDO Austria GmbH
Tel.: +43 1 533 87 00 - 23
Hieronymus.Tupay@accedogroup.com

14.02.2011 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: IMMOFINANZ AG
Gaudenzdorfer Gürtel 67
A-1120 Wien
Österreich
Phone: +43 (0) 5 7111 - 2290
Fax: +43 (0) 5 7111 - 8290
E-mail: investor@immofinanz.com
Internet: http://www.immofinanz.com
ISIN: AT0000809058
WKN: 911064
Listed: Freiverkehr in Berlin, München, Stuttgart; Open Market in
Frankfurt; Wien (Amtlicher Handel / Official Market)

End of Announcement DGAP News-Service

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