REG-Aroundtown SA Aroundtown SA successfully completes GBP and USD exchange and tender offers, and including previous Euro transactions accepts a total combined volume of €2.8 billion

Aroundtown SAAnnouncement

01/05/2024 09:15

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   Aroundtown SA (IRSH)
   Aroundtown SA successfully completes GBP and USD exchange and tender
   offers, and including previous Euro transactions accepts a total combined
   volume of €2.8 billion

   01-May-2024 / 10:08 CET/CEST
   The issuer is solely responsible for the content of this announcement.

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   THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
   DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
   JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
   CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS 

   AROUNDTOWN SUCCESSFULLY COMPLETES GBP AND USD EXCHANGE AND TENDER OFFERS,
    AND INCLUDING PREVIOUS EURO TRANSACTIONS ACCEPTS A TOTAL COMBINED VOLUME
                               OF €2.8 BILLION   

   1 May 2024

   Aroundtown (“the Company”  or “AT”), announces  the successful results  of
   its voluntary exchange and tender offers for the GBP 400 million perpetual
   notes (ISIN: XS2017788592) and the USD 700 million perpetual notes  (ISIN:
   XS1634523754), (the “Offer”).

   An average of 90% of the existing perpetual notes were submitted into  the
   Offer and accepted  by the Company.  As a  result, AT will  issue USD  494
   million and GBP 345  million of new perpetual  notes across two  different
   series and simultaneously repurchase USD 60 million and GBP 35 million  of
   perpetual notes via the tender offer (see detailed breakdown below).

   Existing perpetual notes

   ISIN         Amount        % and absolute   Principal       Resulting
                outstanding   principal amount amount          nominal amount
                prior to      accepted in the  repurchased via outstanding
                transaction   Offer            the tender      post
                                               offer           transaction
   XS1634523754 USD 641.5m^1) 86% / USD 554m   USD 60m         USD 87.6m^2)
   XS2017788592 GBP 400m      95% / GBP 380m   GBP 35m         GBP 20.4m

    1. Total nominal amount of USD 700 million, net of USD 58.5 million  held
       in treasury.
    2. Net of USD 58.5 million held in treasury which will be cancelled  post
       transaction.

   New perpetual notes

   Nominal amount to be issued Coupon in EUR First call date
   USD 493.7m                  5.836%^3)     August 2029
   GBP 344.8m                  6.950%^4)     May 2029

    3. Swapped into Euro coupon from 7.875% in USD, until first reset date
    4. Swapped into Euro coupon from 8.625% in GBP, until first reset date

   Together with the previous transactions for the euro denominated perpetual
   notes, AT together with Grand  City Properties S.A. (“GCP”, together  with
   AT the “Group”) offered an exchange for all perpetual notes which  haven't
   been called in 2023 and 2024 and for the ones with call dates  approaching
   in the  next 12  months. A  combined amount  of 79%  or ca.  €2.8  billion
   aggregate nominal  amounts  of  existing perpetual  notes  were  submitted
   across all offers and accepted by the Group. As a result, the Group issued
   ca. €2.5 billion  of new  perpetual notes  across 5  different series  and
   simultaneously repurchased over  €230 million of  perpetual notes via  the
   tender offers, following the final closing  of the Offer (Euro amounts  of
   foreign currency perpetuals are based on current FX rates).

   The result of the offers supports  the Group’s credit metrics under  S&P’s
   credit rating methodology as the new perpetual notes regain or extend  the
   50% equity content  under S&P  methodology. Under  IFRS and  for all  bond
   covenants, all  perpetual notes,  including the  existing perpetual  notes
   which were not submitted in the offers, will continue to be recognised  as
   100% equity. As a  result of the  offers, the Group  will see a  long-term
   reduction in  perpetual  note  coupon payments  going  forward,  which  is
   accretive to the Group’s FFO.

   About the Company

   Aroundtown SA (symbol: AT1), trading on the Prime Standard of the
   Frankfurt Stock Exchange, is the largest listed and highest rated (BBB+ by
   S&P) German commercial real estate company. Aroundtown invests in income
   generating quality properties with value-add potential in central
   locations in top tier European cities mainly in Germany/NL.

   Aroundtown SA (ISIN: LU1673108939) is a public limited liability company
   (société anonyme) established under the laws of the Grand Duchy of
   Luxembourg, registered with the Luxembourg Trade and Companies Register
   (Registre de Commerce et des Sociétés, Luxembourg) under number B217868,
   having its registered office at 37, Boulevard Joseph II, L-1840
   Luxembourg, Grand Duchy of Luxembourg.

   Contact

   Timothy Wright
   T: +352 288 313
   E:  1 info@aroundtown.de
    2 www.aroundtown.de

   DISCLAIMER

   THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
   OF AN OFFER TO BUY ANY SECURITIES.

   THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN, AND WILL NOT
   BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
   (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
   ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
   ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED
   STATES.

   THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED IN THE
   UNITED KINGDOM TO (I) PERSONS 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 (THE
   ORDER), (II) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY
   OTHERWISE LAWFULLY BE COMMUNICATED FALLING WITHIN ARTICLE 49 OF THE ORDER,
   AND (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL
   SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS
   COMMUNICATION MUST NOT BE READ, ACTED ON OR RELIED ON BY PERSONS WHO ARE
   NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
   ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
   ENGAGED IN ONLY WITH RELEVANT PERSONS.

   IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EEA) AND THE UNITED
   KINGDOM, THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED
   ONLY AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF
   REGULATION (EU) 2017/1129, AS AMENDED (THE PROSPECTUS REGULATION)
   (QUALIFIED INVESTORS). ANY PERSON IN THE EEA OR THE UNITED KINGDOM WHO
   ACQUIRES THE SECURITIES IN ANY OFFER (AN INVESTOR) OR TO WHOM ANY OFFER OF
   THE SECURITIES IS MADE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT
   IT IS A QUALIFIED INVESTOR. ANY INVESTOR WILL ALSO BE DEEMED TO HAVE
   REPRESENTED AND AGREED THAT ANY SECURITIES ACQUIRED BY IT IN THE OFFER
   HAVE NOT BEEN ACQUIRED ON BEHALF OF PERSONS IN THE EEA OR THE UNITED
   KINGDOM OTHER THAN QUALIFIED INVESTORS, NOR HAVE THE SECURITIES BEEN
   ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA OR THE UNITED
   KINGDOM TO PERSONS WHERE THIS WOULD RESULT IN A REQUIREMENT FOR
   PUBLICATION BY AROUNDTOWN OR ANY OF THE MANAGERS OF A PROSPECTUS PURSUANT
   TO ARTICLE 3 OF THE PROSPECTUS REGULATION.

   THIS ANNOUNCEMENT MAY CONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS
   AND OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES,
   FUTURE FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TO ANY
   SUCH STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT
   SUBJECT TO RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL
   OF AROUNDTOWN SA. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A
   NUMBER OF FACTORS.

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   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   ISIN:          LU1673108939, LU1673108939, XS2114459550, XS1508392625,
                  XS1634523754, XS1752984440, XS2017788592, XS2027946610,
                  XS2055106210, XS2287744721, XS1586386739, XS1639847760,
                  XS1649193403, XS1700429308, XS1715306012, XS1753814141,
                  CH0398677689, XS1761721262, XS1815135352, AU3CB0252955,
                  CA04269KAA12, XS1879567144, XS1877353786, XS1901137106,
                  XS1905592546, CH0460054437, XS1961042915, XS1964701822,
                  XS1966277748, XS1980255779, XS1999746370, XS2023872174,
                  XS2023873149, XS2198981263, XS1843435501, XS2273810510,
                  XS2421195848,
   Category Code: MSCL
   TIDM:          IRSH
   LEI Code:      529900H4DWG3KWMBMQ39
   Sequence No.:  318934
   EQS News ID:   1893583


    
   End of Announcement EQS News Service

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References

   Visible links
   1. mailto:info@aroundtown.de
   2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=297cc9a7a72fca4905b7f9b22c5861be&application_id=1893583&site_id=refinitiv&application_name=news


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