Publication pursuant to section 65 para 1a Austrian Stock Corporation Act, section 119 para 9 Austrian Stock Exchange Act 2018 in connection with section 5 Austrian Publication Regulation 2018
As announced today, the Executive Board of IMMOFINANZ AG resolved to commence the preparations for a potential placement of shares of the Company and a potential issuance of mandatory convertible notes. In the event any of such capital measures takes place, the shares of the Company and the mandatory convertible notes shall be offered to institutional investors in the course of private placements by way of an accelerated bookbuilding under exclusion of the shareholders' subscription rights. The accelerated bookbuilding shall also be the basis for determining the issue price (selling price) of the shares.
The potential share placement may be executed by way of a combination of a capital increase against contribution in cash and a sale of treasury shares. Whether and which of the capital measures will be carried out, as well as the relevant timing and the specific conditions, will depend in particular on the capital market environment and the investor interest, and will be subject to the approval of the Supervisory Board of the Company
Information on the potential sale of treasury shares pursuant to section 5 para 2 Austrian Publication Regulation 2018:
Date of the authorisation by the shareholders' meeting: 22 May 2019.
Date and publication of the shareholders' resolution: 23 May 2019 via an information dissemination system in accordance with sections 118 para 1 No. 9 in connection with para 1 No. 22 and 119 para 9 of the Austrian Stock Exchange Act 2018 in connection with section 2 of the Austrian Dissemination and Reporting Order of 2018.
Commencement and anticipated duration of the sale: A sale in the course of an accelerated bookbuilding may take place no earlier than two weeks after the publication of the Management Board report (sections 65 para 1b in conjunction with 171 para 1 and section 153 para 4 of the Austrian Stock Corporation Act) that is planned on or around 16 June 2020, i.e. on 01 July 2020 at the earliest and by the end of 2020 at the latest.
Class of Shares: Bearer shares (ISIN AT0000A21KS2).
Volume of treasury shares: Up to 11,208,526 treasury shares representing approx. 10.00 per cent. of the current share capital of the Company.
Upper and lower limit of the consideration per share: In case of a share placement, the issue price (selling price) of the shares is determined by way of an accelerated bookbuilding. Regarding the mandatory information pursuant to section 5 para 2 Austrian Publication Regulation 2018, the lowest price to be obtained for a sale is EUR 10.00 and the highest price to be obtained is EUR 31.95.
Form and purpose of the sale: Over the counter by way of an accelerated bookbuilding to institutional investors. The sale has the purpose of strengthening the capital structure of the Company. The net proceeds from the sale are to be used in particular to refinance near term financial liabilities, capitalise on potential growth opportunities and for general corporate purposes.
Consequences for the admission of IMMOFINANZ shares to stock exchanges: None.
Disclosure according to section 5 para 4 Austrian Publication Regulation 2018: The details to be published pursuant to section 7 Austrian Publication Regulation 2018 regarding the transactions carried out as well as amendments (as the case may be) to be published pursuant to section 6 Publication Regulation 2018, will be published on the website of IMMOFINANZ AG (https://www.immofinanz.com/en/investor-relations).
This announcement is a mandatory announcement pursuant to section 65 para 1a Austrian Stock Corporation Act, section 119 para 9 Austrian Stock Exchange Act 2018 in connection with section 5 Austrian Publication Regulation 2018. It constitutes neither a financial analysis nor advice or recommendation relating to financial instruments, nor an offer, solicitation or invitation to buy or sell securities of IMMOFINANZ AG.
The distribution of this announcement and an offering of the shares of IMMOFINANZ AG in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. 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 of America, Australia, Canada, Japan or in any jurisdiction 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 of America. 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 may not 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 of America.
In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 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 at Qualified Investors who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) falling within Article 49(2)(a) to (d) (high net worth companies, incorporated associations, etc.) of the Order, or (iii) to whom it may otherwise be lawfully communicated; any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it.
To the extent this announcement contains predictions, expectations or statements, estimates, opinions and projections with respect to anticipated future performance of IMMOFINANZ AG ("forward-looking statements"), they are based upon current views and assumptions of the IMMOFINANZ AG management. Forward-looking statements reflect various assumptions taken from IMMOFINANZ AG's current internal plans or from public sources which have not been independently verified or assessed by IMMOFINANZ AG and which may or may not 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 IMMOFINANZ AG as well as developments to differ materially from the one expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving this document are advised not to rely on these forward-looking statements. IMMOFINANZ AG does not assume any liability or guarantee for such forward-looking statements and will not adjust them to any future results and developments.