ADO Properties S.A. announces fully underwritten rights issue of EUR 450 million
Berlin, 2 July 2020 - Following the announcement of the exercise of the call option to acquire control of Consus Real Estate AG ("Consus"), ADO Properties S.A. ("ADO" or the "Company") today announces a fully underwritten rights issue of EUR 450 million (the "Capital Increase"). In the Capital Increase, the Company will offer for subscription 30,819,391 new shares to its existing shareholders at the subscription price of EUR 14.60 per new share (the "Subscription Price"). ADO intends to use the proceeds from the Capital Increase for the repayment of debt relating to Consus' development projects with the aim of reducing financing liabilities. The prospectus for the Capital Increase is expected to be approved and published later today.
Key terms of the Capital Increase
The new shares will be offered to existing shareholders of ADO at a subscription ratio of 5:12. The existing shareholders may acquire 5 new shares for 12 existing shares of ADO at the Subscription Price during the Subscription Period. Subject to the approval and publication of the prospectus, the Subscription Period commences on 6 July 2020 and ends on 20 July 2020 at 17:30 CET (the "Subscription Period"). The subscription rights for the new shares will be traded on the regulated market (XETRA and XETRA Specialist) of the Frankfurt Stock Exchange from 6 July 2020 up to and including 16 July 2020 (the "Trading Period"). The Capital Increase is fully underwritten by the syndicate banks.
Participation of shareholders
ADO has received firm subscription commitments, including from major shareholders, representing a total shareholding of approximately 36% in the Company. Under the firm subscription commitments, each such shareholder has undertaken to participate in the Capital Increase according to its shareholding.
Background of the Capital Increase
On 15 December 2019, ADO announced an all share voluntary tender offer for ADLER Real Estate AG ("ADLER"), acquired a minority stake in Consus while entering into a call option to acquire control of Consus and announced its intention to launch a rights issue in connection with the acquisition of ADLER. The acquisition of ADLER was completed in April 2020.
On 29 June 2020, ADO announced the exercise of the call option to acquire control of Consus, a leading development platform with significant growth potential in the Top-7 German cities, which is expected to be fully settled upon the launch of the Capital Increase. Subsequently, a voluntary tender offer is expected to be launched in due course for all remaining shares of Consus.
In the light of the Capital Increase, ADO's board of directors is proposing a one-time cancelation of the dividend for 2019. In the future, the dividend policy will continue to be 50% pay-out of
FFO 1.
Expected prospectus publication
The prospectus is expected to be approved and published later today. The prospectus will be made available at the website of ADO at https://www.ado.properties/websites/ado/English/4200/capital-increase.html.
Indicative timetable of the Capital Increase
2 July 2020 Approval and publication of prospectus
3 July 2020 Record Date of the Capital Increase
6 July 2020 First trading day without subscription rights
6 July 2020 Commencement of Subscription Period and Trading Period
16 July 2020 End of Trading Period
20 July 2020 End of Subscription Period
21 July 2020 Expected announcement of results of the Capital Increase and potential rump placement
22 July 2020 Expected admission of the new shares to trading on the Frankfurt Stock Exchange
24 July 2020 Expected inclusion of new shares in ADO's current stock quotation
Full underwriting by syndicate banks
J.P. Morgan and Deutsche Bank Aktiengesellschaft, acting as the joint global coordinators, and Barclays Bank PLC and Kempen & Co, acting as joint bookrunners for the Capital Increase, have entered into the underwriting agreement with the Company pursuant to which they have agreed, subject to certain terms and conditions, to procure subscribers for any shares that may remain unsubscribed for in the Capital Increase, or to subscribe for such shares themselves. White & Case is acting as legal adviser to ADO, Clifford Chance is acting as legal adviser to the syndicate banks.
Investor Relations:
T +352 278 456 710
F +352 203 015 00
E ir@ado.properties
Media Relations:
Finsbury
Gordon Simpson
E Gordon.Simpson@finsbury.com
Ed Simpkins
E Edward.Simpkins@finsbury.com
T +44 207 251 3801
Hering Schuppener
Christian Falkowski
E cfalkowski@heringschuppener.com
T +49 69 92 18 74 64
IMPORTANT INFORMATION
This release is neither an advertisement nor a securities prospectus and should not be relied upon in making any investment decision to purchase, subscribe for or otherwise acquire any securities. The information and opinions contained in this release are provided as at the date of this release, are subject to change without notice and do not purport to contain all information that may be required to evaluate ADO Properties S.A. ("ADO Properties"). No reliance may or should be placed for any purpose whatsoever on the information contained in this release, or any other information discussed verbally, or on its completeness, accuracy or fairness.
This release is not and may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of ADO Properties in the United States of America, Australia, Canada, Japan or any other jurisdiction in which such offer, sale or solicitation is unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities referred to herein may not and will 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 subject to certain exceptions.
The securities offered by ADO Properties may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or an applicable exemption from registration. This publication may not be distributed, directly or indirectly, into the United States, other than to qualified institutional buyers under Rule 144A under the U.S. Securities Act ("Rule 144A"). Furthermore, outside the United States, this publication may only be distributed, directly or indirectly, to non-U.S. persons within the meaning of Regulation S under the U.S. Securities Act ("Regulation S").
In the United Kingdom, this release is only being distributed to and is only directed at persons (i) who have professional experience in matters relating to investments being defined in Article 19(5) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO"), (ii) who fall within Article 49(2)(a)-(d) of the FPO, (iii) who are outside the United Kingdom, or (iv) to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the United Kingdom Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This release is directed only at Relevant Persons and must not be acted on or relied upon by persons who are not Relevant Persons. Any investment or investment activity to which this release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In any member state of the European Economic Area, other than Germany and Luxembourg, or the United Kingdom, this release is only addressed to and is only directed at "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended (the "Prospectus Regulation"). This release is not an advertisement and not a prospectus for the purposes of the Prospectus Regulation.
This release and the information contained herein are for information purposes only and constitute neither a prospectus nor an offer to sell or a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published (the "Prospectus"). An investment decision regarding the publicly offered securities of ADO Properties should only be made on the basis of the Prospectus. The Prospectus will be published promptly upon approval by the Commission de Surveillance du Secteur Financier (CSSF) and will be available free of charge at ADO Properties S.A., 1B, Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg, or on the website of ADO Properties at https://www.ado.properties.
Certain statements contained in this release may constitute "forward-looking statements" that involve a number of risks and uncertainties. Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions, forecasts, estimates, projections, opinions or plans that are inherently subject to significant risks, as well as uncertainties and contingencies that are subject to change. No representation is made or will be made by ADO Properties that any forward-looking statement will be achieved or will prove to be correct. The actual future business, financial position, results of operations and prospects may differ materially from those projected or forecast in the forward-looking statements. ADO Properties does not assume any obligation to update, and does not expect to publicly update, or publicly revise, any forward-looking statements or other information contained in this release, whether as a result of new information, future events or otherwise, except as otherwise required by law.
Notice to Distributors
Solely for the purposes of the product governance requirements contained within (i) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"), (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II, and (iii) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the subscription rights to the new shares and the new shares have been subject to a product approval process. As a result, it has been determined that such subscription rights and such new shares are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of the MiFID II Product Governance Requirements) should note that: the value of the subscription rights and the price of the new shares may decline and investors could lose all or part of their investment. The new shares offer no guaranteed income and no capital protection; and an investment in the subscription rights and the new shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering described in the release. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the subscription rights or the new shares. Each distributor is responsible for undertaking its own target market assessment in respect of the subscription rights and the new shares and determining appropriate distribution channels.
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