IMMOFINANZ AG: Early Mandatory Conversion at the option of the Issuer of the 4.00% Mandatory Convertible Notes due 2023 (the “Notes”) (ISIN: AT0000A2HPN2)

Vienna, 27 August 2021

Capitalised terms used and not defined in this notice shall bear the meanings given to them in the Terms and Conditions of the Notes.

IMMOFINANZ AG hereby announces, pursuant to the Terms and Conditions of the Notes, the Early Mandatory Conversion at the option of the Issuer of the Notes in the aggregate principal amount of EUR 120 million, in accordance with § 7(c) of the Terms and Conditions of the Notes.

The Optional Mandatory Conversion Date will be 26 September 2021.

On or before the Scheduled Settlement Date, being 05 October 2021, the Issuer will deliver the Settlement Shares determined based on the Conversion Ratio on the Optional Mandatory Conversion Date. As at the date of this notice the Conversion Ratio is 5,831.8559 per Note (based on the current Conversion Price of EUR 17.1472), which will be rounded down to 5,831 Settlement Shares per each Note in the Principal Amount of EUR 100,000. The remaining fraction of a Settlement Share will not be delivered and will not be compensated in cash.

Accrued interest since the last Interest Payment Date will also be paid on or before the Scheduled Settlement Date and the Interest Calculation Period runs until the end of the day immediately preceding the Scheduled Settlement Date.

The Optional Mandatory Conversion Compensation Amount shall be zero pursuant to the definition thereof, and as such no amount shall be paid in this respect. 

IMPORTANT INFORMATION

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITIES. IN CERTAIN JURISDICTIONS THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY APPLICABLE LAW. PERSONS WHO RECEIVE THIS ANNOUNCEMENT SHALL INFORM THEMSELVES ON SUCH RESTRICTIONS AND COMPLY WITH THEM.

IMMOFINANZ Subordinated Mandatory Convertible Bond 2020–2023

The subordinated MCB 2023 (Mandatory Convertible Bond 2020–2023) has a full dilution and dividend protection through adjustment of the conversion price.

As of 30 June 2021

Issuer

IMMOFINANZ AG

Principle Amount

€ 120,000,000

Interest rate

4.0% p. a. payable semi-annually in arrear on 23 January and 23 July of each year, commencing on 23 January 2021

Term

23 July 2020 - 23 July 2023

Denomination

€ 100,000

Mandatory Conversion

At the latest, 10 business days prior to maturity date mandatory conversion into ordinary shares of the Issuer unless earlier converted at the option of bondholders or Issuer as defined in the terms and conditions

Equity Treatment

Except the net present value of the future interest payments, full equity treatment according to IFRS and rating methodology of Standard & Poor’s

Listing

Vienna Stock Exchange, Third Market

ISIN

AT0000A2HPN2

Conversion Price

€17.1472

Conversion Period

Bondholders can exercise their conversion rights from 2 September 2020 until 10 July 2023 (afterwards mandatory conversion) by executing a conversion notice provided by the conversion agent (principal conversion agent: Erste Group Bank AG).