THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT INTENDED FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, TO, WITHIN OR FROM THE UNITED STATES OF AMERICA OR ANY OTHER COUNTRY WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD BE CONTRARY TO THE LAWS OF THAT COUNTRY.
- publity bond 2020/2025 with coupon rate of 5.5 % p.a. and five-year term
- Repayment at nominal value at maturity in June 2025
- CEO/Majority Shareholder guarantees minimum issue volume of EUR 50 million
- Exchange and additional purchase offer (in Germany and Luxembourg) to the holders of the convertible bond 2015/2020 expected from 02/06-15/06/2020
- General public offering (in Germany and Luxembourg) expected from 02/06-17/06/2020
- Proceeds from the issue are to be used to refinance the 2015/2020 convertible bond and for the further growth and development of the publity group
Frankfurt/Main, 27/05/2020 – On 25/05/2020, the Executive Board of publity AG (“publity”, ISIN DE0006972508, Scale) resolved, with the consent of the Supervisory Board, to issue a corporate bond with a volume of up to EUR 100 million (“publity Bond 2020/2025”). The publity bond 2020/2025 (ISIN DE000A254RV3) with a term of five years has a denomination of EUR 1,000 and an coupon rate of 5.50% p.a. At maturity, the bonds will be repaid at the nominal amount of EUR 1,000 per bond.
Within the framework of an exchange offer (in Germany and Luxembourg), the holders of the convertible bond 2015/2020 (ISIN: DE000A169GM5) can exchange their convertible bonds – presumably from 02/06/2020 to 15/06/2020 (6:00 p.m. CEST) – for bonds of the new publity bond 2020/2025, whereby the holders participating in the exchange offer can exchange their convertible bonds for each exchanged convertible bond with a nominal value of EUR 1. 000 each in the nominal amount of EUR 1,000 and, in addition, accrued interest on the Convertible Bond 2015/2020 until probably 18 June 2020 (inclusive) as well as an additional cash amount of EUR 20.00 per exchanged convertible bond. In addition, the participants in the exchange offer can acquire further bonds of the publity bond 2020/2025 at an issue price of EUR 1,000 per bond during the exchange period (additional purchase option).
As part of a general public offering (in Germany and Luxembourg), interested investors can acquire bonds of the publity bond 2020/2025 – presumably from 2 June 2020 to 17 June 2020 (12:00 noon CEST) – in particular via the “DirectPlace” subscription functionality of Deutsche Börse AG. The issue price is EUR 1,000 per bond and thus corresponds to 100% of the nominal amount.
In addition, the bonds will be offered to selected investors in a private placement in Germany and other selected European jurisdictions – also at an issue price of EUR 1,000 per bond.
The CEO and (indirect) majority shareholder of publity, Thomas Olek, has given a commitment that he will take over at least such number of bonds as is necessary to ensure – after taking into account all other placements – a total issue volume of at least EUR 50 million in the context of the bond issue (via his investment company TO-Holding GmbH).
It is planned to have the publity bond 2020/2025 included in the Open Market of the Frankfurt Stock Exchange as of 19 June 2020.
The transaction is being accompanied by ICF BANK AG Wertpapierhandelsbank.
The revenues from the issue of the publity 2020/2025 bond are to be used to refinance the 2015/2020 convertible bond and for the further growth and development of the publity group of companies.
The new financial liabilities resulting from the issue of the publity bond 2020/2025 will in all probability trigger a termination right of the convertible bond creditors anchored in Section 14 (3) of the conditions of the convertible bond 2015/2020. The holders of convertible bonds of the Convertible Bond 2015/2020 remaining after execution of the Exchange Offer will therefore presumably be entitled, following the issuance of the publity Bond 2020/2025, to demand from publity early repayment of their convertible bonds at par plus accrued interest in accordance with Section 14 (3) of the terms and conditions of the Convertible Bond 2015/2020. publity will separate the amount required to service such repayment requests in an escrow account.
Notwithstanding this, TO-Holding GmbH has announced that it will offer the holders of the 2015/2020 convertible bond a takeover of their convertible bonds at an offer price of 99% of the nominal amount plus pro rata accrued interest. The respective voluntary public purchase offer of TO-Holding GmbH is expected from 28/05/2020 to 15/06/2020.
As a result, the holders of the Convertible Bond 2015/2020 will therefore presumably have the opportunity to exchange their Convertible Bonds (i) for Bonds of the new publity Bond 2020/2025 and, in addition, to receive the exchange premium together with pro rata accrued interest, or (ii) in the wake of the public offer to tender or call due the par value plus accrued interest to publity against repayment of the par value plus accrued interest or (iii) in the context of the acquisition offer to sell to TO-Holding GmbH at 99% of the par value plus pro rata accrued interest.
After its approval by the Commission de Surveillance du Secteur Financier (CSSF), the securities prospectus applicable to the exchange and additional purchase offer and the general public offer of publity will be available on the publity website (www.publity.de) under the heading “Investor Relations”, probably as of 29/05/2020. In this context, the following information must be observed.
This publication does not constitute an offer. In particular, it does not constitute a public offer to sell or an offer or a solicitation of an offer to purchase, purchase or subscribe for any bonds, shares or other securities. The offer by publity AG is governed exclusively by the securities prospectus to be approved by the Commission de Surveillance du Secteur Financier (CSSF) and expected to be published 29/05/2020 on the website of publity AG (www.publity.de) in the “Investor Relations” section. Only the securities prospectus will contain the information for investors required by law. Investors are recommended to read the securities prospectus to be examined by the CSSF for completeness, coherence and comprehensibility, as it is expected to be available from 29/05/2020 on the website of publity AG (www.publity.de) under the section “Investor Relations” before deciding to buy or sell bonds or shares of publity AG in order to fully understand the potential risks and opportunities of the investment decision, and to make an investment decision only on the basis of all available information about the Company after consulting with its own lawyers, tax and/or financial advisors. It should be noted that approval of the Prospectus by the CSSF is not to be construed as an endorsement of the relevant securities.
A public offer of the securities mentioned in this publication is being made exclusively on the basis of and in accordance with the securities prospectus and only in the Federal Republic of Germany and the Grand Duchy of Luxembourg. In particular, neither a public offering nor a solicitation of an offer to purchase securities in the United States of America, Japan, Canada, New Zealand or Australia will be made.
The securities mentioned in this publication have not been and will not be registered especially under the United States Securities Act of 1933 (the “Securities Act”) or the securities laws of any state of the United States of America and may not be admitted to trading in or into the United States of America or into or on behalf of or for the account or benefit of a U.S. person or entity.The securities may not be offered, exercised, sold, pledged, transferred or delivered (directly or indirectly) to, or for the account or benefit of, any person (as such term is defined in Regulation S under the Securities Act) absent registration or an exemption from, or exemption from, the registration requirements of the Securities Act or a transaction not subject to the registration requirements of the Securities Act and in any event in accordance with the securities laws of any state of the United States.
The reference in this publication to a purchase offer by TO-Holding GmbH to the holders of the 2015/2020 convertible bond issued by publity AG serves solely as non-binding information for the reader. The purchase offer of TO-Holding GmbH takes place exclusively on the basis and in accordance with the conditions of the purchase offer to be published by TO-Holding GmbH. publity AG neither adopts nor confirms the purchase offer of TO-Holding GmbH and its contents. publity AG assumes no liability for the purchase offer of TO-Holding GmbH and/or its content.
This publication may contain future-oriented statements. Future-oriented statements are all statements that do not refer to historical facts or events. This applies in particular to statements about the intentions, beliefs or current expectations of the Company with respect to its future financial performance, plans, liquidity, prospects, growth, strategy and profitability as well as the economic environment in which the company operates. The future-oriented statements are based on current estimates and assumptions made by the company to the best of its knowledge. However, such forward-looking statements are subject to risks and uncertainties because they relate to future events and are based on assumptions that may not occur in the future. The company is not obliged to update or modify the future-oriented statements contained in this publication to reflect events or circumstances occurring after the date of this publication, unless they contain insider information subject to publication requirements.
Financial Press and Investor Relations:
Axel Mühlhaus/ Peggy Kropmanns
Phone: +49 69 905505-52
publity AG (“publity”) is an asset manager and investor specialised in office real estate in Germany. The company covers the core of the value chain from the acquisition to the development and the sale of real estate. With over 1,100 transactions in the past seven years, publity is one of the most active players in the real estate market. Currently, the company manages a portfolio with a value of over five billion euros. publity is characterized by a sustainable network in the real estate industry and in the Work-Out departments of financial institutions. With very good access to investment funds, publity handles transactions rapidly with a highly efficient process and proven partners. On a case-by-case basis, publity participates as co-investor in joint venture transactions to a limited extent. The shares of publity AG (ISIN DE0006972508) are traded on the Scale segment of Deutsche Börse.
publity AG resolves to issue a corporate bond with a volume of up to EUR 100 million