Grand Duchy of Luxembourg, October 20, 2021 – Today, the Board of Directors of Aroundtown SA (“Aroundtown” or “AT”), with its registered office in Luxembourg (City), Luxembourg, decided to submit a public delisting tender offer (the “Delisting Offer”) pursuant to Section 39 para. 2 sent. 3 no. 1 German Stock Exchange Act (Börsengesetz) in the form of a cash offer to the shareholders of TLG IMMOBILIEN AG (“TLG”), with its registered office in Berlin, Germany, to acquire all no-par value bearer shares in TLG, each with a notional interest in the share capital of EUR 1.00 (ISIN DE000A12B8Z4) (the “TLG Shares”) not already held by AT.
Aroundtown currently holds a share of approx. 79.89% of the share capital of TLG. Under the Delisting Offer, AT will offer EUR 31.67 in cash as consideration for each TLG Share tendered for acceptance, subject to the determination of the minimum price and the final determination in the offer document. Due to non-tender agreements entered or expected to be entered into, the expected maximum offer consideration is approx. EUR 145,000,000 pursuant to the provisions of the German Stock Exchange Act (Börsengesetz) in conjunction with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz). The offer will not include any closing conditions.
The Delisting Offer will otherwise be made on the terms and conditions set forth in the offer document. To the extent legally permissible, AT reserves the right to deviate from the basic information described herein.
TLG has undertaken towards AT to apply for the revocation of the admission to trading of the TLG Shares on the Regulated Market (Regulierter Markt) (General Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (so-called Delisting) prior to the expiration of the acceptance period of the Delisting Offer.