Prime Office AG / Key word(s): Corporate Action 28.01.2014 09:00 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Prime Office AG sets maximum number of new shares and subscription ratio for its cash capital increase Cologne, 28 January 2014. The executive board of Prime Office AG, after approval by the supervisory board and as agreed with the syndicate banks, has set additional parameters for its capital increase from the approved capital with pre-emptive rights for the shareholders of Prime Office AG, which will take the form of cash contributions (cash capital increase). Subject to approval of the supplement to the offering prospectus dated 20 January 2014 by the German Financial Supervisory Authority, the Company will offer up to 46,588,288 new shares overall. The subscription ratio is 23:8, i.e. for each 23 existing shares in Prime Office AG, the shareholders of Prime Office AG will be offered 8 new shares for subscription. All new shares will carry full dividend rights from 1 January 2013. Subject to the approval of the supplement, the subscription offer is to be published today in the Federal Gazette ('Bundesanzeiger') and on 29 January 2014 in the Frankfurter Allgemeine Zeitung. The subscription period for the new shares is expected to commence most likely on 29 January 2014 and end most likely on 11 February 2014. The subscription price will be set on 5 February 2014 and published on that day in an ad hoc release as well as on the website of Prime Office AG and on 6 February 2014 in the Federal Gazette ('Bundesanzeiger'). Prime Office AG expects to raise gross proceeds of about EUR 130 million from the cash capital increase. Trading in the new shares in the regulated market (Prime Standard) of the Frankfurt stock exchange is expected to start on 14 February 2014. Upon its approval, the supplement to the offering prospectus will be published on the Internet on www.prime-office.de and be available free of charge from the issuer and Joh. Berenberg, Gossler & Co. KG, Neuer Jungfernstieg 20, 20354 Hamburg during normal business hours. Berenberg, Kempen & Co and UBS Investment Bank act as Global Coordinators of the cash capital increase. Contacts Prime Office AG Richard Berg Head of Investor Relations & Corporate Communications Email richard.berg@prime-office.de Telephone +49 (0)172 / 815 20 50 DISCLAIMER This document constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities. Any such offer is being made solely on the basis of the securities prospectus approved by, published and registered with the German Financial Supervisory Authority (BaFin) dated 20 January 2014 and the supplement dated 28 January 2014. The information legally required to be provided to investors is contained only in the securities prospectus and the supplement. An investment decision regarding the publicly offered securities of the issuer should only be made on the basis of the securities prospectus and its supplements. The information contained herein is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions of any State of the United States of America or the District of Columbia) and must not be distributed to 'U.S. persons' (as defined in Regulation S of the U.S. Securities Act of 1933, as amended ('Securities Act')) or publications with a general circulation in the United States of America. This document is not an offer of securities for sale in the United States of America. The securities have not been and will not be registered under the Securities Act and may not be offered or sold absent registration or an exemption from registration under the Securities Act. The Issuer does not intend to register any portion of the offering in the United States of America or to conduct a public offering of the securities in the United States of America. The shares that are the subject of the offer will be offered publicly only in the Federal Republic of Germany following approval of the supplement. With respect to each other Member State of the European Economic Area that has implemented the EC Directive 2003/71/EC of the European Parliament and of the Council dated November 4, 2003 (the 'Prospectus Directive') (hereinafter referred to as the 'Relevant Member State'), the shares being subject of the offer will not be publicly offered in such Relevant Member State. The shares being offered may however be offered to certain qualified investors within the Relevant Member State pursuant to certain exceptions set forth in the Prospectus Directive, provided these exceptions have been implemented in the Relevant Member State. The shares that are the subject of the offer are not being offered or sold to any person in the United Kingdom, other than to qualified investors as defined in Section 86(7) of the Financial Services and Markets Act 2000, being persons falling within Article 2.1(E)(i), (ii) or (iii) of Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003 (Prospective Directive), which includes legal entities which are regulated by the Financial Conduct Services Authority and entities which are not so regulated whose corporate purpose is solely to invest in securities and who also fall within the definition of 'Investment Professionals' in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the 'FPO') and high net worth entities falling within Article 49(2)(a) to (d) of the FPO. This document is not an offer of securities for sale in the United States of America, Canada, Japan or Australia. 28.01.2014 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Prime Office AG Maarweg 165 50825 Köln Germany Phone: +49 (0)221 88829 100 Fax: +49 (0)221 88829 299 E-mail: info@prime-office.de Internet: www.prime-office.de ISIN: DE000PRME020 WKN: PRME02 Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: Prime Office AG sets maximum number of new shares and subscription ratio for its cash capital increase
| Source: EQS Group AG