Berlin, 7 February 2020 - ACCENTRO Real Estate AG (“ACCENTRO”) successfully placed a new unsubordinated and unsecured of EUR 250,000,000 bond with a maturity of three years (until 2023) (“New Notes”).
The New Notes will be issued at 99.745% of their nominal value and a coupon of 3.625% p.a.. The net proceeds from the issue will be used to redeem its EUR 100,000,000 3.75 per cent notes due 2021 (ISIN DE000A2G87E2) in full, finance acquisitions of new real estate assets in Germany and for general corporate finance purposes.
The New Notes are governed by German law and were offered in a private placement and exclusively to qualified investors outside the United States of America (Reg S). A public offer of the New Notes is not taking place. The New Notes will be listed on the Euro MTF market operated by the Luxembourg Stock Exchange.
Accentro Real Estate AG
Kantstraße 44/45, 10625 Berlin, Germany
Tel. +49 (0)30 – 887 181 799
Fax +49 (0)30 – 887 181 11
This announcement is for information purposes only and does not constitute, contain or form part of, and should not be construed as, an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transactions, there has not been, nor will there be, any public offering of the bond. The bond may not be offered to the public in any jurisdiction under circumstances which would require the issuer of the bond to prepare or register any prospectus or offering document relating to the bond in such jurisdiction.
The distribution of this announcement and the offer and sale of the bond in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions.
This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States or to U.S. persons. Any securities referred to therein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state within the U.S., and may not be offered or sold in the United States absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. There will be no offering of the securities in the United States. This announcement and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to publications with a general circulation in the United States. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. The New Notes are being offered and sold only outside the United States in reliance on Regulation S under the Securities Act.
The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a “Retail Investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II; or (iii) not a Qualified Investor as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
In the United Kingdom, this announcement is only being distributed to and is only directed at persons who (i) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). The bond is only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such bond will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. FURTHER CONDITIONS AND RESTRICTIONS APPLY.
07-Feb-2020 / 18:38 CET/CEST / Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014