09/13/2016

ADO Properties S.A.: ADO Properties launches capital increase by means of an accelerated bookbuild offering


ADO Properties S.A. / Key word(s): Capital Increase
13.09.2016 17:56

Disclosure of an inside information according to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan or any other jurisdiction in which the distribution or release would be unlawful.
ADO Properties S.A.: ADO Properties launches capital increase by means of an accelerated bookbuild offering


Issuance of 5,600,001 new shares, representing approximately 14.5% of the currently issued share capital

Proceeds to be used to fund add-on acquisitions of residential properties or portfolios in Berlin, capex investments into existing residential properties and portfolios, future growth of the Company and general corporate purposes. Current acquisition pipeline of c. EUR 300 million under review by ADO

ADO Group Ltd has committed to support ADO Properties in its capital increase by purchasing shares pro-rata to its current c. 37% shareholding
Berlin, 13 September 2016: The Board of Directors of ADO Properties S.A. ("ADO Properties" or the "Company") resolved today to carry out a capital increase excluding pre-emptive rights of existing shareholders. The Company intends to issue 5,600,001 new shares (the "Placement Shares"), thereby increasing its share capital to 44,100,000 shares, which represents an increase of approximately 14.5% of the currently issued share capital, by means of an accelerated bookbuild offering (the "Placement").
The Company intends to use the net proceeds to fund add-on acquisitions of residential properties or portfolios in Berlin, capex investments into existing residential properties and portfolios, future growth of the Company and general corporate purposes. ADO Properties is currently in various phases of analysis for potential acquisitions with a total acquisition volume of c. EUR 300 million which, if successful, could be completed within the next six months.

The Placement will be launched with immediate effect. The Company will determine the price at which the Placement Shares will be placed (the "Placement Price") following the conclusion of the accelerated bookbuild offering.

ADO Group Ltd has committed to support ADO Properties in its capital increase by purchasing at the Placement Price Placement Shares pro-rata to retain its c. 37% shareholding in the Company.

The Placement Shares will be offered exclusively (except with regard to ADO Group Ltd) to institutional investors in Germany and elsewhere in Europe in offshore transactions as defined in, and in reliance on, Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and in the United States only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act ("Rule 144A")) pursuant to Rule 144A.

The Placement Shares will entitle their holders to full dividend rights as from 1 January 2016 (not including the annual dividend for the Company's financial year ended 31 December 2015 as paid on 6 May 2016).
The Placement Shares are expected to be admitted to listing trading on the Frankfurt Stock Exchange on 15 September 2016. Settlement of the transaction is expected to take place on 16 September 2016.
The Company has committed to a lock up period of 90 days and ADO Group Ltd has committed to a lock-up period of 90 days, except in case of enforcement of an already existing share pledge on part of its shares for its bond issuance or a future share pledge in relation to future financing of ADO Group Ltd following closing of the Placement.

Disclaimer

This announcement does not contain or constitutes an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
This release is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Any public offering of securities to be made in the United States of America would be made by means of a prospectus that could be obtained from the Company and would contain detailed information about the Company and management, as well as financial statements. There will be no public offer of securities in the United States of America.

The securities referred to herein may not be offered or 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.

13.09.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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Language:     English
Company:      ADO Properties S.A.
              20 rue Eugène Ruppert
              L-2453 Luxembourg
              Grand Duchy of Luxembourg
Phone:        +352 26 493 412
Fax:          +352 27 860 722
E-mail:       ir@ado.properties
Internet:     www.ado.immo
ISIN:         LU1250154413
WKN:          A14U78
Indices: SDAX, FTSE EPRA/NAREIT Global Index, FTSE EPRA/NAREIT Developed Europe Index, FTSE EPRA/NAREIT Germany Index Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Dusseldorf, Stuttgart, Tradegate               Exchange
 
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