NOT FOR DISTRIBUTION IN THE USA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH INVITATIONS FOR AN INCENTIVISED CONVERSION RELATING TO THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW
Further to the announcement on 1 September 2015 by IMMOFINANZ AG (“IMMOFINANZ”) regarding the exchange offer (the “Offer”) for its EUR 375 million bonds exchangeable into BUWOG AG shares (the “Bonds”), IMMOFINANZ announces that as of 3 September 2015 at 5:00 p.m., Vienna time (the “Early Bird Expiry Date”), holders of more than 85% of the aggregate nominal amount of the Bonds have accepted the Offer.
The securities referred to herein will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. State securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act.
There will be no public offer of the securities in any jurisdiction. 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. The distribution of this announcement and the offer and sale of the securities referred to herein in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions.
Subject to certain exceptions, 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. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada or Japan.
This document has been prepared on the basis that there was no public offering in connection with this transaction nor will there be a public offering of the securities. No approved prospectus was or will be prepared in connection with this transaction. This announcement and any offer of securities if made subsequently in any Member State of the European Economic Area (each, a "Relevant Member State") which has implemented the Prospectus Directive (2003/71/EC), as amended, including any relevant implementing measures to implement the Directive 2010/73/EU (the “Prospectus Directive“), is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”) and any offer of securities if made subsequently will only be made if no prospectus for offers of securities has to be published, prepared or registered in any jurisdiction. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the placement contemplated in this announcement may only do so in circumstances in which no obligation arises for IMMOFINANZ AG or any of the Banks (as defined below) or any of their respective affiliates or person acting on behalf thereof to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. IMMOFINANZ AG has not authorized, nor does it authorize, the making of any offer of securities in circumstances in which an obligation arises for it to publish a prospectus for such offer. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.
Merrill Lynch International (“BofA Merrill Lynch”) and Morgan Stanley & Co. International plc (together, the “Banks”) are acting on behalf of the Company and no one else in connection with the securities referred to herein and will not be responsible to any other person for providing the protections afforded to their respective clients, or for providing advice in relation to such securities or any matters referred to in this announcement.
The Banks and any of their respective affiliates may retain, purchase or sell for their own accounts such securities. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of securities. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
None of the Banks or any of their affiliates and its and their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company and BUWOG AG and their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This announcement may include statements that are, or may be deemed to be, 'forward-looking statements'. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms 'believes', 'estimates', 'plans', 'projects', 'anticipates', 'expects', 'intends', 'may', 'will' or 'should' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the business, results of operations, financial position, liquidity, prospects, growth or strategies of the Company's. Forward-looking statements speak only as of the date they are made. Each of the Company and the Banks and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.