NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
IMMOFINANZ AG (“IMMOFINANZ”) announces the successful placement of 8.5 million ordinary shares (the "Placing Shares") in BUWOG AG (the “Company”). The deal size was increased from the initially envisaged transaction size of approx. 5 million Shares following demand in the bookbuilding. The Placing Shares represent approximately 8.5% of the Company's issued share capital. The selling price was equal to Euro 17.625 per share, in line with today’s closing price of the Shares, generating total gross proceeds to IMMOFINANZ of approximately Euro 150 million. The transaction is expected to settle on 17 September, 2015.
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.
IMMOFINANZ will accept the offers made by the holders of 99.8% of the aggregate nominal amount of IMMOFINANZ’s EUR 375 million bonds exchangeable into BUWOG shares (the “Bonds”) in the incentivized exchange offer launched on 1 September 2015 and hereby waives the condition that all Company shares underlying the Bonds offered for acceptance under the cash option will be sold in an accelerated bookbuilding. The settlement of the incentive offer (payment of the cash consideration and/or incentive premium and delivery of the shares underlying the Bonds where applicable) is expected to take place on 18 September, 2015.
Following settlement of both transactions, IMMOFINANZ will hold approximately 38.5 million ordinary shares in the Company.
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.