NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
Further to the announcements on 1 September 2015 by IMMOFINANZ AG ("IMMOFINANZ") regarding the launch of an incentivized exchange offer, and on 8 September that holders of 99.8% of the aggregate nominal amount of the exchangeable bonds have accepted the offer, IMMOFINANZ announces its intention to sell approximately 5 million ordinary shares (the "Placing Shares") in BUWOG AG (the "Company"). The Placing Shares represent approximately 5% of the Company's issued share capital and a portion of the underlying shares of Bonds tendered pursuant to the cash option of the exchange offer taking into account investor feedback. IMMOFINANZ will use the proceeds of the placement to partially fund the payment to Bondholders who have accepted the cash option of the exchange offer for IMMOFINANZ's EUR 375 million bonds exchangeable into shares of the Company and who have elected to receive cash pursuant to such offer. The remainder of the exchange offer will be funded by available liquidity by IMMOFINANZ.
The Placing Shares are being offered by way of an accelerated bookbuilding (the "Placement") to institutional investors, which will be launched immediately following this announcement. Any of the Company's ordinary shares held by IMMOFINANZ which are not sold in the Placement will be subject to a 90 day lock-up (subject to (i) customary exceptions and (ii) pledges of Shares by the Seller where such pledges are securing recourse loan agreements)).
The final number of Placing Shares to be placed will be determined at the closing of the bookbuilding process, and the results of the Placement will be announced as soon as practicable thereafter.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
This release is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Any securities referred to herein will not be and have not been registered under the Securities Act. There will be no public offer of the securities in the United States of America.
Subject to certain exceptions under the Securities Act, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.