ADO Properties S.A. to launch EUR 165 million convertible bond offering

ADO Properties S.A. / Keyword(s): Bond

Disclosure of an inside information according to Article 17 MAR

The Issuer is solely responsible for the content of this announcement.

NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO ANY JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY APPLICABLE LAW.

ADO Properties S.A. to launch EUR 165 million convertible bond offering

Luxembourg. 16 November 2018 - The Board of Directors of ADO Properties S.A. ("ADO Properties", the "Company") resolved to launch an offering (the "Offering") of senior, unsecured convertible bonds due 23 November 2023 in an aggregate amount of EUR 165 million (the "Bonds") today. The Bonds will be convertible into new and/or existing ordinary shares of ADO Properties (the "Shares"). The shareholders' pre-emptive rights are excluded.

The Company intends to use the net proceeds to repay existing short term debt, extend the Company's debt maturity profile as well as to strengthen the Company's liquidity position.

The Bonds will have a maturity of five years.

The Bonds will be issued and redeemed at 100% of their principal amount, unless previously converted or repurchased and cancelled. The Bonds will be marketed with a coupon between 0.875% and 1.625% per annum, payable semi-annually in arrear, and a conversion premium of 27.5% above the volume-weighted average price of the Shares on XETRA between opening and closing of the market on 16 November 2018.

Pricing of the Offering is expected to take place today following an accelerated bookbuilding process, and settlement is expected to take place on or around 23 November 2018.

ADO Group LTD, the main shareholder of the Company, has indicated interest to place an order in the accelerated bookbuilding reflecting pro rata its current shareholding in the Company.

ADO Properties will be entitled to redeem the Bonds at their principal amount (plus accrued interest) in accordance with the terms and conditions of the Bonds at any time (i) on or after 14 December 2021, if the price per Share is equal or exceeds 130% of the then prevailing conversion price over a certain period or (ii) if 15% or less of the aggregate principal amount of the Bonds remain outstanding.

The Company intends to apply for the inclusion of the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. ADO Properties has agreed not to sell any securities that are substantially similar to the Bonds or its common shares for a lock-up period ending 90 days following the settlement of the Offering, subject to certain exceptions and waiver by the Joint Bookrunners.

The Bonds will be offered only to institutional investors outside the US, Australia, Canada, South Africa, Japan or any other jurisdiction in which offers or sales of the securities would be prohibited by applicable law.

Investor Relations

ir@ado.properties

+352 27 84 56 710

+352 26 26 34 079

Regulated information

This ad hoc announcement contains information that qualifies, or may qualify as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

 

About ADO Properties

ADO Properties is a Berlin-focused business active primarily in the residential real estate sector with a portfolio of approximately 23,500 units in Berlin. The Company has a fully integrated, scalable in-house platform with its own property management. Along with the responsibility for the condition of its apartments and buildings, ADO Properties also assumes responsibility towards people, employees, and neighborhoods. ADO Properties' portfolio is focused on central locations in Berlin and attractive suburban districts.

 

Disclaimers

This ad hoc announcement may contain forward-looking statements based on current assumptions and forecasts made by the management of the Company. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of our Company and the estimates given here. These factors include those discussed in our public reports, which are available on our website at ado.properties. The Company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

This announcement and the information contained herein may not be distributed or sent into any jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws.

This announcement is for information purposes only and does not constitute, contain or form part of, and should not be construed as, an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction under circumstances which would require the issuer of the Bonds to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction.

Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state within the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. There will be no offering of the securities in the United States.

EEA SELLING RESTRICTION AND DEEMED INVESTOR REPRESENTATIONS

An offer for any secrutities referred to herein, is expected only to be made in member states of the European Economic Area ("EEA) which have implemented the Prospectus Directive (each, a "relevant member state") and will only be addressed to and directed at persons who are "qualified investors" as defined in the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a relevant EEA member state), and includes any relevant implementing measure in the relevant EEA member state and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. As noted above, prospectus is not required to be published pursuant to the Prospectus Directive.

If located in a relevant member state, each person who initially acquires any securities, and to the extent applicable any funds on behalf of which such person acquires such securities that are located in a relevant member state, or to whom any offer of securities may be made will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor as defined above.

For readers in the United Kingdom, this announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations etc.") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons"). The Bonds are expected to only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

MIFID II PROFESSIONALS / ECPS-ONLY (ALL DISTRIBUTION CHANNELS) / NO PRIIPS KID

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MIFID II Product Governance Requirements) may otherwise have with respect thereto, the contemplated Bonds have been subject to a product approval process which has led to the conclusion that: (i) the target market for the contemplated Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the contemplated Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the contemplated Bonds (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the contemplated Bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the contemplated Bonds. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the contemplated Bonds.

The contemplated Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the contemplated Bonds or otherwise making them available to retail investors in the EEA has been or will be prepared and therefore offering or selling the contemplated Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Language: English

Company: ADO Properties S.A.

1B Heienhaff

L-1736 Senningerberg

Luxemburg

Phone: +352 27 84 56 710

Fax: +352 26 26 34 079

E-mail: ir@ado.properties

Internet: ado.properties.com

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; Luxembourg Stock Exchange

Contact:
Florian Goldgruber, CFO