DGAP-News: TLG IMMOBILIEN AG / Key word(s): Real Estate/Share Buyback
TLG IMMOBILIEN AG publishes offer document for public share buyback
self-tender offer
2020-12-11 / 18:49
The issuer is solely responsible for the content of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
*TLG IMMOBILIEN AG publishes offer document for public share buyback
self-tender offer*
*- *Buy-back of up to 4% of the company's share capital against payment of a
cash consideration in a purchase price range of EUR 21.25 to EUR 23.25 per
share
- The acceptance period runs from December 14, 2020 through January 13, 2021
- After expiry of the acceptance period TLG will determine the final
purchase price and the final offer volume
*Berlin, December, 11 2020 - *Today TLG IMMOBILIEN AG ("TLG") published the
offer document regarding the public self-tender offer for up to 4% of TLG's
share capital announced on December 7, 2020 on its website under the section
"Investor Relations - Self-Tender Offer". TLG shareholders will have the
opportunity to accept the public self-tender offer during the acceptance
period which will run from December 14, 2020 through January 13, 2021 at
24:00 (midnight) (CET) subject to extension.
As part of the public self-tender offer, up to 4,487,334 shares of TLG (up
to 4% of the share capital) will be acquired against payment of a cash
consideration in a purchase price range of EUR 21.25 to EUR 23.25 per share
(excluding ancillary acquisition costs). TLG shareholders may tender all or
part of TLG shares by either specifying a price within the set price range
or with no specified price in which case they will commit to selling their
tendered shares at the final purchase price as determined by the company
after expiration of the acceptance period. The final purchase price, as well
as the final offer volume will be determined by TLG upon expiration of the
acceptance period on the basis of the tenders received and the purchase
prices specified by therein. The final purchase price for all shares
acquired will be equal to the highest price TLG will have to pay in order to
purchase the final offer volume as set by TLG. In the event that, based on
the tenders, TLG is in a position to only acquire a number of TLG shares
equal to or lower than 3% of TLG's share capital the final purchase price
will be equal to the highest price specified in any of the tenders.
If the public self-tender offer is oversubscribed the relevant tenders will
be accounted for on a pro rata basis. An oversubscription occurs if the
aggregate number of TLG Shares tendered with no specified price and at a
specified price which is equal to or lower than the final purchase price
exceeds the final offer volume as determined by the company. Tenders for one
hundred TLG shares or fewer will be considered with preference.
The final purchase price and the final offer volume will be announced on the
company's website following expiration of the acceptance period. All
publications by TLG in connection with the public self-tender offer are
available in German and as a non-binding English translation at
https://www.tlg.eu/en/ under the section "Investor Relations - Self-Tender
Offer".
*CONTACT*
Armin Heidenreich
General Counsel
Hausvogteiplatz 12
10117 Berlin
Phone: +49 30 2470 6343
E-mail: armin.heidenreich@tlg.de
*IMPORTANT INFORMATION*
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND CONSTITUTES NEITHER
AN INVITATION TO SELL, NOR AN OFFER TO PURCHASE, SECURITIES OF TLG
IMMOBILIEN AG ("TLG"). THE FINAL TERMS AND FURTHER PROVISIONS REGARDING THE
PUBLIC SELF-TENDER OFFER ARE DISCLOSED IN THE OFFER DOCUMENT. INVESTORS AND
HOLDERS OF SECURITIES OF TLG ARE STRONGLY RECOMMENDED TO READ THE OFFER
DOCUMENT AND ALL ANNOUNCEMENTS IN CONNECTION WITH THE PUBLIC SELF-TENDER
OFFER AS SOON AS THEY ARE PUBLISHED, SINCE THEY WILL CONTAIN IMPORTANT
INFORMATION.
THE OFFER WILL BE MADE EXCLUSIVELY UNDER THE LAWS OF THE FEDERAL REPUBLIC OF
GERMANY, SPECIFICALLY UNDER THE GERMAN STOCK CORPORATION ACT (AKTIENGESETZ),
AND CERTAIN PROVISIONS OF THE SECURITIES LAWS OF THE UNITED STATES OF
AMERICA APPLICABLE TO CROSS-BORDER OFFERS WITH A LIMITED CIRCLE OF
SHAREHOLDERS WHOSE PLACE OF RESIDENCE, SEAT OR PLACE OF HABITUAL ABODE IS IN
THE UNITED STATES OF AMERICA. THE PUBLIC SELF-TENDER OFFER SHALL NOT BE
EXECUTED ACCORDING TO THE PROVISIONS OF JURISDICTIONS OTHER THAN THOSE OF
THE FEDERAL REPUBLIC OF GERMANY OR THE UNITED STATES OF AMERICA (TO THE
EXTENT APPLICABLE). THUS, NO OTHER ANNOUNCEMENTS, REGISTRATIONS, ADMISSIONS
OR APPROVALS OF THE PUBLIC SELF-TENDER OFFER OUTSIDE OF THE FEDERAL REPUBLIC
OF GERMANY HAVE BEEN FILED, ARRANGED FOR OR GRANTED. INVESTORS IN, AND
HOLDERS OF, SECURITIES IN TLG CANNOT RELY ON HAVING RECOURSE TO PROVISIONS
FOR THE PROTECTION OF INVESTORS IN ANY JURISDICTION OTHER THAN THE
PROVISIONS OF THE FEDERAL REPUBLIC OF GERMANY OR THE UNITED STATES OF
AMERICA (TO THE EXTENT APPLICABLE). SUBJECT TO THE EXCEPTIONS DESCRIBED IN
THE OFFER DOCUMENT AS WELL AS ANY EXEMPTIONS THAT MAY BE GRANTED BY THE
RELEVANT REGULATORS, A TENDER OFFER SHALL NOT BE MADE, DIRECTLY OR
INDIRECTLY, IN JURISDICTIONS WHERE DOING SO WOULD CONSTITUTE A VIOLATION OF
THE LAWS OF SUCH JURISDICTION.
TO THE EXTENT PERMITTED BY APPLICABLE LAW AND IN ACCORDANCE WITH GERMAN
MARKET PRACTICE, TLG OR BROKERS ACTING ON BEHALF OF TLG MAY DIRECTLY OR
INDIRECTLY ACQUIRE TLG SHARES OR ENTER INTO AGREEMENTS TO THIS EFFECT
OUTSIDE THE PUBLIC SELF-TENDER OFFER BEFORE, DURING OR AFTER THE ACCEPTANCE
PERIOD OF THE PUBLIC SELF-TENDER OFFER. THIS APPLIES IN THE SAME WAY TO
OTHER SECURITIES GRANTING A DIRECT CONVERSION OR EXCHANGE RIGHT INTO, OR AN
OPTION RIGHT TO, TLG SHARES. THESE PURCHASES MAY BE MADE ON THE STOCK
EXCHANGE AT MARKET PRICES OR OFF THE STOCK EXCHANGE IN NEGOTIATED
TRANSACTIONS. ALL INFORMATION ON THESE PURCHASES WILL BE PUBLISHED TO THE
EXTENT REQUIRED UNDER THE LAWS OF THE FEDERAL REPUBLIC OF GERMANY OR ANOTHER
RELEVANT JURISDICTION.
TO THE EXTENT ANY ANNOUNCEMENTS IN THIS DOCUMENT CONTAIN FORWARD-LOOKING
STATEMENTS, SUCH STATEMENTS DO NOT REPRESENT FACTS AND ARE CHARACTERIZED BY
THE WORDS "WILL", EXPECT", "BELIEVE", "ESTIMATE", "INTEND", "AIM", "ASSUME"
OR SIMILAR EXPRESSIONS. SUCH STATEMENTS EXPRESS THE INTENTIONS, OPINIONS OR
CURRENT EXPECTATIONS AND ASSUMPTIONS OF TLG. SUCH FORWARD-LOOKING STATEMENTS
ARE BASED ON CURRENT PLANS, ESTIMATES AND FORECASTS, WHICH TLG HAS MADE TO
THE BEST OF THEIR KNOWLEDGE, BUT WHICH THEY DO NOT CLAIM TO BE CORRECT IN
THE FUTURE. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND
UNCERTAINTIES THAT ARE DIFFICULT TO PREDICT AND USUALLY CANNOT BE INFLUENCED
BY TLG. THESE EXPECTATIONS AND FORWARD-LOOKING STATEMENTS CAN TURN OUT TO BE
INCORRECT AND THE ACTUAL EVENTS OR CONSEQUENCES MAY DIFFER MATERIALLY FROM
THOSE CONTAINED IN OR EXPRESSED BY SUCH FORWARD-LOOKING STATEMENTS. TLG DOES
NOT ASSUME AN OBLIGATION TO UPDATE THE FORWARD-LOOKING STATEMENTS WITH
RESPECT TO THE ACTUAL DEVELOPMENT OF INCIDENTS, BASIC CONDITIONS,
ASSUMPTIONS OR OTHER FACTORS.
*ABOUT TLG IMMOBILIEN AG*
For over 25 years, the listed company TLG IMMOBILIEN AG has owned and rented
out commercial properties in selected promising locations in Germany. The
company continuously develops its portfolio and actively generates value
through strategic investments and selected property acquisitions. The
portfolio comprises mainly office properties in cities including Berlin,
Dresden, Frankfurt/Main, Leipzig and Rostock. The properties of TLG
IMMOBILIEN AG stand out not only due to their excellent locations but also
because of their long-term rental or lease agreements. Its highly qualified
employees guarantee extensive local market expertise at its individual
locations.
2020-12-11 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Language: English
Company: TLG IMMOBILIEN AG
Hausvogteiplatz 12
10117 Berlin
Germany
Phone: 030 - 2470 - 50
Fax: 030 - 2470 - 7337
E-mail: ir@tlg.de
Internet: www.tlg.de
ISIN: DE000A12B8Z4
WKN: A12B8Z
Listed: Regulated Market in Frankfurt (General Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Stuttgart, Tradegate Exchange
EQS News ID: 1154752
End of News DGAP News Service
1154752 2020-12-11
(END) Dow Jones Newswires
December 11, 2020 12:49 ET (17:49 GMT)