TLG IMMOBILIEN AG / Key word(s): IPO 23.10.2014 23:15 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad Hoc Announcement Pursuant to § 15 German Securities Trading Act (Wertpapierhandelsgesetz) TLG IMMOBILIEN AG successfully places shares at EUR 10.75 Berlin, 23 October 2014 - Today, TLG IMMOBILIEN AG ("TLG" or the "Company") and its Selling Shareholders (Lone Star Funds LSREF II East AcquiCo S.à r.l., Luxemburg ("East AcquiCo") and Delpheast Beteiligungs GmbH & Co. KG ("Delpheast")) together with the syndicate banks, led by the Joint Global Coordinators, J.P. Morgan and UBS Investment Bank, set the offer price for the offered shares of TLG at EUR 10.75 per share (ISIN: DE000A12B8Z4/ WKN: A12B8Z). At the offer price of EUR 10.75 per TLG share, TLG has a market capitalization of EUR 659 million. The offer consists of a placement of a total of 33,500,000 TLG shares, including 9,302,326 newly issued bearer shares from a capital increase against contribution in cash and 24,197,674 existing bearer shares from the holdings of the Selling Shareholders (21,545,674 from the holdings of East AcquiCo and 2,652,000 from the holdings of Delpheast). About 12.9 million of the shares in the offering, representing c. 21 percent of TLG's share capital after the IPO, were allocated to Mercantil Valores Agente de Valores SA. This results, at the offer price, in a total offering size of EUR 360 million. In addition, an over-allotment of 3,350,000 existing bearer shares from the holdings of East AcquiCo will be made. In case the syndicate banks exercise the greenshoe option in connection with such over-allotment in full, the total number of sold TLG shares increases to 36,850,000 and the total offering size to EUR 396 million. Assuming full allocation of the greenshoe option, Lone Star will hold a stake of approximately 40 percent in the Company. The gross proceeds from the sale of the new shares amount to EUR 100 million, and TLG will receive net proceeds of approximately EUR 95 million (after deduction of those IPO expenses to be borne by the Company). TLG shares will be traded for the first time on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange on 24 October 2014 ("First Day of Trading"). VICTORIAPARTNERS acted as independent IPO advisor to TLG. TLG has undertaken vis-à -vis the syndicate banks that, within a period of six months from the First Day of Trading, it will not, without the prior consent of the Joint Global Coordinators implement a capital increase or any comparable capital measures. East AcquiCo has also undertaken, for a period of six months from the First Day of Trading, not to sell any of its remaining TLG shares without the prior consent of the Joint Global Coordinators. Contact details <pre> Christoph Wilhelm Sven Annutsch Corporate Communications Investor Relations Phone: +49 30 2470 6355 Phone: +49 30 2470 6089 Email: christoph.wilhelm@tlg.de Email: sven.annutsch@tlg.de </pre> Disclaimer This publication constitutes neither an offer to sell nor a solicitation to buy any securities. The securities have already been sold. These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Shares") of TLG IMMOBILIEN AG (the "Company") in the United States, Germany or any other jurisdiction. The Shares of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Shares of the Company have not been, and will not be, registered under the Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under the Securities Act. In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. 23.10.2014 The DGAP 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: TLG IMMOBILIEN AG Hausvogteiplatz 12 10177 Berlin Germany Phone: 030 - 2470 - 50 Fax: 030 - 2470 - 7337 E-mail: kontakt@tlg.de Internet: www.tlg.de ISIN: DE000A12B8Z4 WKN: A12B8Z Listed: Regulierter Markt in Frankfurt (Prime Standard) Notierung vorgesehen / Intended to be listed End of Announcement DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: TLG IMMOBILIEN AG successfully places shares at 10.75 Euro
| Source: EQS Group AG