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CPI Europe AG Capital/Financing Update 2020
746_iss_2020-06-15_fdb745b2-f0f0-497b-832a-1d0eb74e7a07.pdf
Capital/Financing Update
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DGAP-Ad-hoc: IMMOFINANZAG/ Keyword(s):Real Estate/CorporateAction IMMOFINANZAGconsiders potential capital measures
15-Jun-2020 / 09:54 CET/CEST
Disclosure of an inside information acc. toArticle 17 MARof the Regulation (EU) No 596/2014, transmitted byDGAP- a service of EQS GroupAG.
The issuer is solelyresponsible for the content of this announcement.
IMMOFINANZAGconsiders potential capitalmeasures
The Executive Board of IMMOFINANZAG(FN114425 y, ISINAT0000A21KS2) resolved todayto commence the preparations for a potential placement of shares of the Companyand a potential issuance of mandatoryconvertible notes. In the event anyof such capital measures takes place, the shares of the Companyand the mandatoryconvertible notes shall be offered to institutional investors in the course of private placements bywayof accelerated bookbuilding procedures under exclusion of the shareholders' subscription rights.
Share placement
For a possible placement of shares of the Company, the Companymaycombine a share capital increase against contributions in cash using the authorised capital resolved upon bythe shareholders' meeting dated 11 May2018 (sections 169 et seq. of theAustrian Stock CorporationAct) and a sale of treasuryshares of the Company, in each case excluding the subscription rights of shareholders in accordance with the authorisations of the shareholders' meetings dated 11 May2018 and 22 May2019, respectively. The required reports of the Executive Board for the exclusion of subscription rights for a cash capital increase and a sale of treasuryshares will be available on the Company's website on or around 16 June 2020 and the corresponding notices of publication shall be published in in theOfficial Gazette (Amtsblatt) of the Wiener Zeitung.
The combined placement of shares from the cash capital increase and treasuryshares mayin aggregate comprise up to 22,417,052 shares of the Company. This corresponds to approx. 20 per cent. of the current share capital of the Company. The potential maximum aggregate placement volume maybe reduced if the Companywere to issue mandatoryconvertible notes (see below). The issue price (selling price) of the shares shall be determined in an accelerated bookbuilding procedure.
Issue of mandatoryconvertible notes
As a further potential capital measure the Companyconsiders to issue mandatoryconvertible notes with a maturityof three years for initiallyup to 16,812,790 shares of the Company. This corresponds to approx. 15 per cent of the current share capital of the Company. The maximum number of shares underlying the mandatoryconvertible notes and, consequently, the aggregate principal amount of mandatory convertible notes that could be issued,would be reduced if the Companywere to conduct the share placement (as described below).A potential issue of the mandatoryconvertible notes shall be effected pursuant to the resolution of the shareholders' meeting dated 11 May 2018 under exclusion of the shareholders' subscription rights.At maturity, the mandatoryconvertible notes will be mandatorilyconverted into newor existing ordinaryshares of the Companyat a predefined conversion price.
In the event the issue of the mandatoryconvertible notes takes place, the terms and conditions of the mandatoryconvertible notes, in particular the aggregate principal amount, the conversion premium and the interest rate shall be determined in an accelerated bookbuilding procedure. If a placement of shares and an issue of mandatoryconvertible notes take place concurrently, the reference price of the mandatoryconvertible notes will correspond to the issue price (selling price) of the shares determined in the course of the execution of the share placement.
The maximum aggregate of (i) the number of shares to be placed (bywayof a sale of treasuryshares and a cash capital increase) and (ii) the (initial) number of shares underlying the mandatoryconvertible notes shall not exceed 28,021,316 shares. This corresponds to approx. 25 per cent. of the current share capital of the Company.
Whether and which of the capital measures - placement of shares and issue of a mandatoryconvertible bond - are carried out, as well as the timing and conditions in each case, depend in particular on the market environment, the investor interests and the approval of the Company's SupervisoryBoard.
Use of funds
The capital measures shall serve to strengthen the capital structure of the Companyand also to strengthen the relevant keyfigures for the existing issuer rating and bond rating (ISINXS1935128956) from Standard &Poor's, currentlyin each case investment grade rating (BBB-, stable outlook).
The net proceeds shall be used for refinancing of financial liabilities, capitalise on potential growth opportunities and for general corporate purposes.
Important notice:
This announcement is a mandatoryannouncement pursuant toArticle 17 of the MarketAbuse Regulation (EU) No 596/2014. It constitutes neither a financial analysis nor advice or recommendation relating to financial instruments, nor an offer, solicitation or invitation to buyor sell securities of IMMOFINANZAG.
Pursuant to Section 9 of theAustrian Publication Regulation 2018, this publication replaces the publication pursuant to Section 4 para 2 of theAustrian Publication Regulation.
The distribution of this announcement and an offering of the shares of IMMOFINANZAGin certain jurisdictions maybe restricted bylaw. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, anysuch restrictions. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buyor subscribe for, securities to anyperson in the United States ofAmerica,Australia,Canada, Japan or in anyjurisdiction to whom or in which such offer or solicitation is unlawful.
This announcement does not constitute an offer of securities for sale in the United States ofAmerica. The offer and sale of the securities described in this announcement have not been and will not be registered under the United States Securities Act of 1933. The securities maynot be offered or sold absent registration except pursuant to an exemption from, or a transaction not subject to, the registration requirements under the U.S. Securities Act of 1933. There will be no public offer of securities in the United States ofAmerica.
In member states of the European EconomicArea ("EEA"), this announcement is onlyaddressed to and directed at persons who are 'qualified investors' within the meaning ofArticle 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation") ("Qualified Investors"). In the United Kingdom, this announcement is only addressed to and directed atQualified Investors who are persons (i) who have professional experience in matters relating to investments falling withinArticle 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion)Order 2005 (as amended, the "Order"), (ii) falling withinArticle 49(2)(a) to (d) (high networth companies, incorporated associations, etc.) of theOrder, or (iii) to whom it mayotherwise be lawfullycommunicated; anyother persons in the United Kingdom should not take anyaction on the basis of this announcement and should not act on or relyon it.
To the extent this announcement contains predictions, expectations or statements, estimates, opinions and projections with respect to anticipated future performance of IMMOFINANZAG("forward-looking statements"), theyare based upon current views and assumptions of the IMMOFINANZAGmanagement. Forward-looking statements reflect various assumptions taken from IMMOFINANZAG's current internal plans or from public sources which have not been independentlyverified or assessed byIMMOFINANZAGand which mayor maynot prove to be correct. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors,which could cause the actual results of IMMOFINANZAGas well as developments to differ materiallyfrom the one expresslyor implicitlyassumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving this document are advised not to relyon these forward-looking statements. IMMOFINANZAGdoes not assume anyliabilityor guarantee for such forward-looking statements and will not adjust them to anyfuture results and developments.
OnIMMOFINANZ
IMMOFINANZis a commercial real estate group whose activities are focused on the office and retail segments of seven core markets in Europe:
Austria,Germany, Poland,Czech Republic, Slovakia,Hungary and Romania. The core business covers the management and development of properties,whereby the STOPSHOP(retail), VIVO! (retail) and myhive (office) brands represent strong focal points that stand for quality and service. The real estate portfolio has a value of approx. EUR5.1 billion and covers more than 210 properties. IMMOFINANZis listed on the stock exchanges in Vienna (leading ATXindex) and Warsaw. Further information under: http://www.immofinanz.com
For additional informationcontact:
Bettina Schragl Head ofCorporate Communications and Investor Relations T+43 (0)1 88 090 2290 M+43 (0)699 1685 7290 [email protected] [email protected]
15-Jun-2020 CET/CESTThe DGAPDistribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases. Archive atwww.dgap.de
| Language: | English |
|---|---|
| Company: | IMMOFINANZAG |
| Wienerbergstraße 11 | |
| 1100 Vienna | |
| Austria | |
| Phone: | +43 (0) 1 88090 - 2290 |
| Fax: | +43 (0) 1 88090 - 8290 |
| E-mail: | [email protected] |
| Internet: | http://www.immofinanz.com |
| ISIN: | AT0000A21KS2 |
| WKN: | A2JN9W |
| Listed: | Regulated Unofficial Market in Berlin, Frankfurt, Munich, Stuttgart; Warschau, Vienna |
| Stock Exchange (Official Market) | |
| EQSNews ID: | 1069519 |
End ofAnnouncement DGAPNews Service