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TAG Immobilien AG resolves on €200m fully underwritten capital increase with subscription rights to refinance the bridge facility in relation to the acquisition of ROBYG S.A.
- Rights issue forms the core part of a package of defined measures to fully redeem the bridge facility of €650m in relation to the recent acquisition of ROBYG S.A.
- Offering consists of about 29m new shares with full entitlement to dividends from 1 January 2022 onwards
- Strengthening of TAG's equity base via total expected inflow of €200m gross proceeds
- TAG remains committed to maintaining its existing investment grade ratings
- Shareholders can acquire 20 new shares for every 101 existing shares they hold for a subscription price of €6.90 per new share
- Subscription period from 12 July 2022 to 25 July 2022
Hamburg, 8 July 2022
Today, the management board ("Management Board") of TAG Immobilien AG (“TAG” or the “Company”), with the consent of the Company’s supervisory board ("Supervisory Board"), resolved on a capital increase against contributions in cash with subscription rights for its existing shareholders through utilization of the Company’s authorized capital 2022. For this purpose, the Company's registered share capital shall be increased from €146,498,765.00 by €28,990,260.00 to €175,489,025.00 through the issuance of 28,990,260 new no-par-value ordinary bearer shares with a notional value of €1.00 in the Company's share capital each ("New Shares"), representing about 19.8% of the Company’s existing share capital ("Capital Increase"). The New Shares will carry full dividend rights starting from 1 January 2022.
Martin Thiel, CFO of TAG: “The rights issue is an essential part of our strategy to fully refinance the ROBYG acquisition. Furthermore, it will strengthen our equity base with a view to maintaining TAG’s existing investment grade ratings, to which we are fully committed.”
Subject to the approval of the securities prospectus ("Prospectus") by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the publication of the Prospectus, the New Shares will be offered to the Company's shareholders by way of an indirect subscription right (mittelbares Bezugsrecht) at a ratio of 101:20 (i.e. current shareholders of the Company are entitled to subscribe for 20 New Shares for every 101 existing shares held) and a subscription price of €6.90 ("Subscription Price"), corresponding to a discount of 32.3% to the theoretical ex-rights price (TERP). The subscription period is expected to begin on 12 July 2022 and is scheduled to end on 25 July 2022 (both dates inclusive) ("Subscription Period"). The subscription rights to the New Shares (ISIN DE000A31C3C0 / WKN A31C3C) shall be traded during the period of 12 July 2022 up to and including 20 July 2022 (until approximately noon CET) on the regulated market (Xetra and Xetra Frankfurt Specialist) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse).
Immediately following the expiration of the Subscription Period, unsubscribed New Shares shall be sold on the market or placed through a private placement at a price at least equal to the Subscription Price. On that basis, TAG expects to generate gross proceeds of approximately €200m from the Capital Increase.
“After thorough analysis and discussion of various options, we have come to the conclusion that a rights issue is the most adequate and sound way to raise additional equity. This will protect existing shareholders from financial dilution and enable TAG to generate value from its ongoing activities in the coming years”, Martin Thiel, CFO of TAG, comments.
The offer of the New Shares is based on an underwriting agreement signed today between TAG and BofA Securities Europe SA, Credit Suisse Bank (Europe), S.A., Deutsche Bank AG and Société Générale (together acting as Joint Global Coordinators and Joint Bookrunners), which provides for a firm commitment to acquire all New Shares not subscribed or placed through the private placement at a price equal to the Subscription Price. All members of the Management Board and the Supervisory Board who directly or indirectly hold shares in the Company plan to exercise their respective subscription rights, except that one member of the Management Board has waived its subscription rights from 18 existing shares in order to facilitate an even subscription ratio.
It is expected that the implementation of the Capital Increase will be registered by 27 July 2022 with the commercial register and that trading of the New Shares by inclusion in the Company's existing stock quotation on the regulated market of the Frankfurt Stock Exchange and the sub-segment of the regulated market of the Frankfurt Stock Exchange with further post-admission obligations (Prime Standard), will take place on 28 July 2022. The Company has agreed to a lock-up of 6 months, excluding convertible bonds and customary exceptions. Closing of the Capital Increase is expected to occur on or about 28 July 2022. VICTORIAPARTNERS is acting as Financial Advisor to the Company.
Repayment of the bridge facility in relation to the ROBYG acquisition
The bridge facility to finance the ROBYG S.A. (“ROBYG”) acquisition is currently drawn in the amount of €650m. Including all extension options, the acquisition bridge tenor will expire in January 2024. TAG intends to use the net proceeds from the Capital Increase to partially refinance the bridge facility in relation to the acquisition of ROBYG. TAG intends to further repay the bridge facility by using (i) about €150m from existing cash, (ii) about € 300m net proceeds from current and planned sales processes in Germany and (iii) additional mortgage secured financing in Germany, in both cases with closing expected in the course of this year.
Moody’s and S&P investment grade credit rating
TAG’s credit risk is currently rated as investment grade by the rating agencies Moody’s (Baa3, review for downgrade) and S&P Global (BBB-, stable outlook). TAG is committed to maintaining its investment grade ratings and entertains a close dialogue with both rating agencies.
Update on operations in Germany and Poland
TAG’s German portfolio demonstrates a stable track record with a continuous focus on vacancy reduction and rent development. Continued investment in climate-friendly and liveable residential neighbourhoods remains a top priority for TAG. In the Poland portfolio, TAG benefits from its flexibility to execute its build-to-hold development pipeline at a reduced pace, while continuing build-to-sell developments. This operational adjustment will allow TAG to target financial and operational resources and generate divestment proceeds from the build-to-sell pipeline. Despite recent disruptions in global supply chains and price increases for construction materials in Poland, TAG continues to successfully operate its development sites through the established local networks of Vantage and ROBYG.
Claudia Hoyer, COO of TAG puts the rights issue into context: “We are aware that the current turmoil in the capital markets has created uncertainty, but the solid fundamentals of our business are convincing to our shareholders. Both our German and Polish operations continue to demonstrate strong operational resilience. The refinancing of the ROBYG acquisition bridge is an important milestone for the implementation of our strategy in Poland, as the Polish residential market, in particular the rental market, continues to show increasing demand for our products.”
Further information on the Capital Increase can be found at www.tag-ag.com/capital-increase 2022.
TAG Immobilien AG
Head of Investor Relations & Public Relations
t: +49 (0) 40 380 32 305
This communication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This release does not contain or constitute an offer of, or solicitation of an offer to purchase or subscribe for, securities to any person in the United States, Australia, Canada or Japan or in any other jurisdiction to whom or in which such offer or solicitation is unlawful.
This release constitutes neither an offer to sell nor a solicitation to buy securities of the Company. A public offer of the securities in Germany will be made solely on the basis of a securities prospectus yet to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – "BaFin"). An investment decision regarding the securities of the Company should only be made on the basis of such securities prospectus. The securities prospectus will be published promptly upon approval by BaFin and will be available free of charge on the website of the Company (www.tag-ag.com/investor-relations) under the "Investor Relations – Capital Increase" section.
In the member states of the European Economic Area other than Germany, this release is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market ("Prospectus Regulation").
This release may be distributed in the United Kingdom only to, and is only directed at, persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the 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 on by persons who are not Relevant Persons. Any investment or investment activity in securities of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This release is not an offer of securities for sale in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ("Securities Act") or with any securities regulatory authority of any state or any other jurisdiction of the United States. The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The securities referred to herein have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, or have any of the foregoing authorities passed upon or endorsed the merits of the offering of the securities referred to herein. There will be no public offer of these securities in the United States.
The securities referred to herein may not be offered of 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 contents of this announcement have been prepared by and are the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
The four banks forming the syndicate (together "Joint Global Coordinators") are acting exclusively for the Company and no-one else in connection with the offering of securities of the Company ("Offering"). They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offering, the Joint Global Coordinators and any of their affiliates may take up a portion of the securities in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such securities and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Joint Global Coordinators and any of their affiliates acting in such capacity. In addition, the Joint Global Coordinators and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Joint Global Coordinators and any of their affiliates may from time to time acquire, hold or dispose of securities. The Joint Global Coordinators do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Joint Global Coordinators or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Certain statements contained herein may constitute "forward-looking statements". Forward-looking statements are based on the current views, expectations, assumptions and information of the management of the Company which the Company has made to the best of its knowledge, but which do not claim to be correct in the future (in particular where such forward-looking information is in relation to matters outside the control of the Company). Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this release or the underlying assumptions. The Company does not assume any obligations to update any forward-looking statements. Moreover, it should be noted that all forward-looking statements only speak as of the date of this release and that neither the Company nor any of the Joint Global Coordinators assume any obligation, except as required by law, to update any forward-looking statement or to conform any such statement to actual events or developments. Each of the Company and the Joint Global Coordinators and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this release, whether as a result of new information, future developments or otherwise.
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