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publity AG: 3.5% convertible bond 2015/2020 of publity AG — Announcement of adjustment of conversion price to EUR 37.5569
Frankfurt/Main, 04/July/2019 – publity AG (ISIN: DE0006972508, WKN: 697250) (the «Company») notifies the bondholders of the Convertible Bond 2015/2020 (ISIN: DE000A169GM5, WKN: A169GM) in accordance with § 11 (11) in conjunction with § 16 of the Terms of the Convertible Bond (the «Bond Terms») that an adjustment to the conversion price has been made.
On 16 May 2019, the Annual General Meeting of the Company resolved to distribute a dividend of EUR 1.50 per dividend-entitled share from the Company’s net profit for the 2018 financial year. The dividend (in accordance with the resolution of the Annual General Meeting) was to be paid either (i) exclusively in cash or (ii) partially in cash and partially in the form of new shares of the Company at the shareholder’s choice. To the extent that the dividend was paid in the form of shares, the new shares originate from the utilization of authorized capital, which was publicly offered to the shareholders entitled to dividends in accordance with the pre-emptive rights offer published in the Federal Gazette. The details were outlined in a separate document pursuant to section 4 para. 1 no. 4 WpPG (prospectus-exempting document) and made available to the shareholders on the Company’s website. For tax reasons, a partial amount of approximately 30 % of the dividend per no-par value share had to be paid out in cash and, depending on the fiscal status of the respective shareholders, paid in whole or in part to the tax authorities.
In the context of the implementation of the capital increase with subscription rights from authorized capital resolved by the Executive Board on 5 April/5 June 2019 with the approval of the Supervisory Board on 8 April/11 June 2019 to execute the optional share dividend, the Company’s share capital of EUR 9.831,250.00, divided into 9,831,250 registered shares, was increased by EUR 426,818.00 to EUR 10,258,068.00 by issuing 426,818 new registered shares against non-cash contributions (contribution of proportionate dividend claims). The new shares are entitled to dividend as of 1 January 2019. The subscription price per new share was EUR 19.26. This resulted in a subscription ratio of 18 old no-par value shares of the Company to one new no-par value share (18:1). The implementation of the capital increase was entered in the commercial register of the Company on 25 June 2019.
Section 11 of the Bond Terms contains provisions that provide for dilution protection in favor of the bondholders, particularly in the event of capital measures and dividend distributions by the Company.
Article 11 section (4) of the Bond Terms provides for an adjustment of the conversion price in the event that the Company distributes, allocates or grants a cash dividend to its shareholders. Such an adjustment shall be made in accordance with Article 11 section (11) of the Bond Terms by the calculation agent within the meaning of Article 15 section (3) of the Bond Terms. Pursuant to Article 11 section (4) of the Bond Terms, the conversion price shall be calculated by the calculation agent in coordination with the Company, whereby the calculation agent shall have the final decision right.
Furthermore, Article 11 section (1) of the Bond Terms provides that in the event that the Company increases its share capital by issuing new shares against contributions in exchange for subscription rights to its shareholders in accordance with Article 186 of the German Stock Corporation Act (AktG), the bondholders shall be protected against dilution. The aforementioned provision in the Bond Terms provides for various ways in which dilution protection can be implemented. One of these possibilities is to adjust the conversion price. Such an adjustment will be made in accordance with Article 11 section (11) of the Bond Terms by the Calculation Agent as defined in Article 15 section (3) of the Bond Terms. Pursuant to Article 11 section (1) letter (b) of the Bond Terms, the conversion price is calculated by the Calculation Agent in coordination with the Company, whereby the Calculation Agent has the final decision right.
However, the Bond Terms do not contain any special provisions regarding the present case of a combination of cash dividend and stock option. Since — from a legal point of view — the cash distribution and the (possibly selected) share subscription represent two separate measures, the Company has come to the conclusion after also obtaining external legal advice that (in the absence of specific provisions in the Bond Terms) both Article 11 section (4) of the Bond Terms and Article 11 section (1) of the Bond Terms are to be applied (successively). The order of the conversion price adjustments is determined by Article 11 section (7) of the Bond Terms.
Accordingly, the conversion price has been adjusted from EUR 40.3095 to EUR 38.3410 pursuant to Article 11 section (4) of the Bond Terms and from EUR 38.3410 to EUR 37.5569 pursuant to Article 11 section (1) letter (a) in conjunction with letter (b) of the Bond Terms. An adjusted conversion ratio of 1 : 26.6262 is calculated from the adjusted conversion price.
The adjustment of the conversion price and the adjusted conversion ratio became effective pursuant to Article 11 section (8) of the Bond Terms as from the beginning of 17 May 2019.
The Board of Directors
Financial Press and Investor Relations:
Axel Mühlhaus/Peggy Kropmanns
Phone: +49 69 905505-52
This publication does not constitute an offer. In particular, it does not constitute a public offer for sale or an offer or solicitation to purchase, buy or subscribe shares or other securities.
This publication may contain future-oriented statements. Future-oriented statements are all statements that do not relate to historical facts or events. This applies in particular to statements about the Company’s intentions, beliefs or current expectations 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. Future-oriented statements are based on current estimates and assumptions made by the company to the best of its knowledge. However, such future-oriented statements are subject to risks and uncertainties as they relate to future events and are based on assumptions that may not occur in the future. The Company is under no obligation to update or revise any future-oriented statements contained in this publication to reflect events or circumstances after the date of this publication, unless they contain insider information subject to mandatory disclosure.
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 and acquires real estate for its own portfolio. The shares of publity AG (ISIN DE0006972508) are traded on the Scale segment of Deutsche Börse.