DGAP-Adhoc: TLG IMMOBILIEN resolves on cash capital

TLG IMMOBILIEN AG / Key word(s): Capital Increase/Real Estate 17.11.2015 18:53 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 Release pursuant to Section 15 German Securities Trading Act (WpHG) NOT FOR DISTRIBUTION; PUBLICATION OR FORWARDING; EITHER DIRECTLY OR INDIRECTLY; IN OR TO THE UNITED STATES OF AMERICA; CANADA; AUSTRALIA; JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. TLG IMMOBILIEN resolves on cash capital increase Berlin, Germany, November 17, 2015. Today, the management board of TLG IMMOBILIEN AG, with the consent of the supervisory board, resolved on a capital increase against cash contributions by partially utilizing the Authorized Capital 2014/II. The company's share capital will be increased from EUR 61,302,326.00 to up to EUR 67,432,326.00 by issuing up to 6,130,000 new ordinary registered shares (Stückaktien) while excluding the subscription rights of existing shareholders. This increase represents an increase by approximately 10% of the previous share capital. The new shares will be offered exclusively to institutional investors through a private placement by way of an accelerated bookbuilding. The private placement will commence on November 17, 2015 and is expected to end on November 18, 2015. The placement price will be determined by the management board after the conclusion of the accelerated bookbuilding and will be announced presumably on November 18, 2015. It is expected that the new shares will be admitted to trading without a prospectus on November 23, 2015 and will be included in the existing quotation on the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange. The new shares will carry full dividend rights from January 1, 2015. Settlement/closing of the transaction is expected to take place on November 24, 2015. The net proceeds from the cash capital increase will be used for the acquisition of additional properties in order to continue the successful growth strategy of the past twelve months. Commerzbank Aktiengesellschaft and UBS Limited are acting as Joint Global Coordinators and Joint Bookrunners for the placement. VICTORIAPARTNERS is acting as independent transaction advisor to TLG IMMOBILIEN AG. Contact Sven Annutsch Investor Relations TLG IMMOBILIEN AG Hausvogteiplatz 12 10117 Berlin Tel: 030 2470 6089 Fax: 030 2470 7446 E-mail: ir@tlg.de Internet: www.tlg.de ISIN: DE000A12B8Z4 WKN: A12B8Z Indices: SDAX Stock Exchanges: Frankfurt Regulated Market (Prime Standard) This publication contains forward-looking statements based on current views and assumptions of TLG IMMOBILIEN AG's management and made to the best of knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause TLG IMMOBILIEN AG's revenues, profitability or the degree to which it performs or achieves its targets, to materially deviate from what is explicitly or implicitly stated or described in this publication. Therefore, persons who obtain possession of this publication should not rely on such forward-looking statements. TLG IMMOBILIEN AG accepts no guarantee or responsibility regarding such forward-looking statements and will not adjust them to future results or developments. This publication may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This publication does not constitute an offer of, or a solicitation of an offer to purchase, securities of TLG IMMOBILIEN AG or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities referred to herein may not be offered or sold in the United States of America in the absence of registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of TLG IMMOBILIEN AG have not been, and will not be, registered under the Securities Act. In the United Kingdom, this announcement 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 must not be acted on, or relied upon, 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. In member states of the European Economic Area ("EEA") this announcement and any offer, if made subsequently, is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, especially Directive 2010/73/EU). No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and observe any such restrictions. This announcement does not constitute a recommendation concerning the placement of securities described in this announcement (the "Placement"). Investors should consult a professional advisor as to the suitability of the Placement for the person concerned. Commerzbank Aktiengesellschaft ("Commerzbank") and UBS Limited ("UBS") are acting exclusively for TLG IMMOBILIEN AG in connection with the Placement. Commerzbank and UBS will not regard any other person as their respective client in connection with the Placement and will neither be responsible, nor provide protection, to anyone other than TLG IMMOBILIEN AG, nor will Commerzbank or UBS provide advice to anyone other than TLG IMMOBILIEN AG in relation to the Placement, the contents of this announcement or any other matter referred to herein. In connection with the Placement, Commerzbank and UBS as well as any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of TLG IMMOBILIEN AG and may otherwise deal for their own accounts. Accordingly, references to the securities being issued or sold should be read as including any issue, offer or sale to Commerzbank and UBS as well as any of their affiliates acting as investors for their own accounts. In addition, Commerzbank and UBS or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which Commerzbank and UBS or their affiliates may from time to time acquire, hold or dispose of shares of TLG IMMOBILIEN AG. Commerzbank and UBS do not intend to disclose the extent of any such investment or transactions, unless there is a legal or regulatory obligation to do so. None of Commerzbank and UBS 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 this announcement) or, with limited exception, any other information relating to TLG IMMOBILIEN AG, its subsidiaries and affiliated companies, whether written, oral or in visual or electronic form, or any damage howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. 17.11.2015 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 10117 Berlin Germany Phone: 030 - 2470 - 50 Fax: 030 - 2470 - 7337 E-mail: kontakt@tlg.de Internet: www.tlg.de ISIN: DE000A12B8Z4 WKN: A12B8Z Indices: SDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------