DEMIRE DEUTSCHE MITTELSTAND REAL ESTATE AG
DEMIRE Deutsche Mittelstand Real Estate AG: Announcement of Change of Control Offer
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DGAP-News: DEMIRE Deutsche Mittelstand Real Estate AG / Schlagwort(e):
Anleihe
DEMIRE Deutsche Mittelstand Real Estate AG: Announcement of Change of
Control Offer (News mit Zusatzmaterial)
16.05.2018 / 09:59
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
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NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS
FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A
SOLICITATION OF AN OFFER TO SELL ANY NOTES
DEMIRE Deutsche Mittelstand Real Estate AG
Announcement of Change of Control Offer
16 May 2018 - DEMIRE Deutsche Mittelstand Real Estate AG (the "Offeror") is
offering to purchase for cash any and all of its outstanding 2.875% Senior
Notes due 2022 (the "Notes") from holders of the Notes (collectively,
"Holders"),
as further described in the notice of change of control and offer to
purchase dated as of the date hereof (the "Notice") distributed to Holders.
The offer to purchase the Notes is referred to herein as the "Offer."
Capitalized terms used but not otherwise defined in this announcement shall
have the meanings given to them in the Notice.
The Offer commenced today and will expire at 10:00 a.m., London time, on 14
June 2018 (the "Expiration Time"), unless extended by the Offeror in its
sole discretion or earlier terminated in accordance with the Notice. Holders
who validly tender their Notes prior to the Expiration Time, unless
extended, will be accepted for payment by the Offeror and payments will be
made therefore on 14 June 2018 (the "Change of Control Purchase Date")
through Clearstream Banking, S.A. ("Clearstream") or Euroclear Bank SA/NV
(together with Clearstream, the "Clearing Systems").
Pursuant to Section 4.14 of the indenture dated as of 26 July 2017 (the
"Indenture"),
the Offeror is offering to repurchase any or all of the Notes (in accordance
with the terms of the Indenture) at a purchase price in cash equal to 101%
of the aggregate principal amount of the Notes plus accrued and unpaid
interest, if any, to, but not including, the Change of Control Purchase
Date. Unless the Offeror defaults in the payment of the Consideration, all
Notes accepted for payment pursuant to the Offer will cease to accrue
interest on the Change of Control Purchase Date.
The Offer is subject to the terms and conditions set forth in the Notice.
The Offeror reserves the right at any time or from time to time, subject to
applicable law, to (i) extend the Offer and retain the Notes that have been
tendered during the period for which the Offer is extended, (ii) amend the
terms of the Offer in any respect, and/or (iii) terminate the Offer and
authorize the unblocking of the Notes in the relevant accounts maintained at
the Clearing Systems. Any determination by the Offeror concerning any of the
foregoing events will be final and binding upon all Holders.
Title of Principal ISIN Common Code Consideration
Security Amount
Outstan-
ding
2.875% EUR400,000- Reg S: Reg S: EUR1,010 (plus
Senior ,000 XS1647824173 164782417 accrued and
Notes due 144A: 144A: unpaid interest)
2022 XS1647824686 164782468
Below is an indicative timetable providing information with respect to the
expected dates and times for the Offer. The timetable is subject to change,
and dates and times may be extended, amended or terminated by the Offeror as
described in the Notice.
Date Calendar Date Event
Commencement May 16, 2018 Commencement of the
Da- Offer.
te..........-
............-
............-
........
Expiration 10:00 a.m., London time, on The deadline for
Ti- June 14, 2018, unless Holders to tender
me..........- extended by the Company in Notes and withdraw
............- its sole discretion. The tenders of Notes
............- Company does not presently pursuant to the Offer.
........ intend to extend the
Expiration Time.
Change of The Company currently The day the Company
Control expects the Change of will pay to the
Purchase Control Purchase Date to be Holders of Notes
Da- the second business day accepted, upon the
te..........- following the Expiration terms and subject to
............- Date. the conditions set
............- forth in this Notice.
........
All Notes properly tendered will be accepted for payment, subject to the
terms set forth herein. Any Note not properly tendered will remain
outstanding and continue to accrue interest pursuant to the terms of the
Indenture.
In connection with the Offer, Lucid Issuer Services Limited has been
appointed as tender agent (the "Tender Agent"). Holders with questions about
the Offer should contact the Tender Agent. Any extension will be followed as
promptly as practicable by public announcement thereof (with a notice posted
on the official website of the Luxembourg Stock Exchange).
None of the Offeror, the Trustee, Tender Agent or any of their respective
affiliates makes any recommendation as to whether Holders should tender
their Notes pursuant to the Offer. Holders must make their own decisions
with regard to tendering Notes.
HOLDERS HAVE AN ELECTION WHETHER OR NOT TO ACCEPT THE OFFER. Holders should
note that The Company has been Advised that, as of the date of this Notice,
the market price of the Notes was higher than the Change of Control
Consideration.
Holders who have Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact, and issue
appropriate instructions to, such broker, dealer, commercial bank, trust
company or other nominee if such Holder desires to tender those Notes. The
deadlines set by the clearing systems for submission of tender instructions
may be earlier than the relevant deadlines specified in the Notice.
Any questions regarding the terms of the Offer may be directed to the Tender
Agent at its telephone number and address listed below. You may also contact
your broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Offer.
THE OFFEROR
DEMIRE Deutsche Mittelstand Real Estate AG
Robert-Bosch-Straße 11
63225 Langen
Germany
THE TENDER AGENT
Lucid Issuer Services Limited
12 Argyle Walk
London WC1H 8HA
United Kingdom
Communications should be sent to the attention of:
Alexander Yangaev / Paul Kamminga
E-mail: demire@lucid-is.com
For information by telephone: +44 207 704 0880
Kontakt:
Peer Schlinkmann
Head of Investor Relations & Corporate Communications
DEMIRE Deutsche Mittelstand Real Estate AG
Telefon: 06103/3724944
Email: schlinkmann@demire.ag
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Zusatzmaterial zur Meldung:
Dokument: http://n.eqs.com/c/fncls.ssp?u=YJWPWDQDXH
Dokumenttitel: DEMIRE - CoC Offer Announcement
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16.05.2018 Veröffentlichung einer Corporate News/Finanznachricht,
übermittelt durch DGAP - ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten,
Corporate News/Finanznachrichten und Pressemitteilungen.
Medienarchiv unter http://www.dgap.de
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Sprache: Deutsch
Unternehmen: DEMIRE Deutsche Mittelstand Real Estate AG
Robert-Bosch-Straße 11 im 'the eleven'
63225 Langen (Hessen)
Deutschland
Telefon: +49 6103 37249-0
Fax: +49 6103 37249-11
E-Mail: ir@demire.ag
Internet: www.demire.ag
ISIN: DE000A0XFSF0
WKN: A0XFSF
Börsen: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Stuttgart, Tradegate
Exchange
Ende der Mitteilung DGAP News-Service
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686469 16.05.2018
°
DEMIRE Deutsche Mittelstand Real Estate AG: Announcement of Change of Control Offer
Am 16. Mai 2018 um 10:01 Uhr
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