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Adler Real Estate AG (IRSH)

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Wednesday 08 January, 2020

Adler Real Estate AG

Adler Real Estate AG - consent solicitations

RNS Number : 1856Z
Adler Real Estate AG
08 January 2020
 

THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

ADLER Real Estate Aktiengesellschaft commences consent solicitations relating to its outstanding

·    €400,000,000 1.500% notes due 2022 (ISIN: XS1843441491) (the "2022 Notes")

·    €500,000,000 1.875% notes due 2023 (ISIN: XS1713464441) (the "2023 Notes")

·    €300,000,000 3.000% notes due 2026 (ISIN: XS1713464524) (the "2026 Notes" and, together with the 2022 Notes and the 2023 Notes, the "German Law Notes")

·    €500,000,000 1.500% notes due 2021 (ISIN: XS1731858392) (the "2021 Notes")

·    €300,000,000 2.125% notes due 2024 (ISIN: XS1731858715) (the "2024 Notes" and, together with the 2021 Notes, the "New York Law Notes" and, together with the German Law Notes, the "Notes")

 

Berlin, January 8, 2020

Today ADLER Real Estate Aktiengesellschaft (the "Issuer") commences consent solicitations (the "Consent Solicitations") relating to the outstanding Notes to facilitate the transaction contemplated in the business combination agreement entered into between the Issuer and ADO Properties S.A. ("ADO Properties"), as announced on December 15, 2019 (the "Transaction").

The requirements for participating in the Consent Solicitation for the German Law Notes differ from the requirements for participating in the Consent Solicitation for the New York Law Notes. Holders of any Notes are advised to refer to the relevant section below, as well as the respective consent solicitation statement (each, a "Consent Solicitation Statement") applicable to the Notes they hold. The Consent Solicitation Statements will be available from the Tabulation Agent and on the Issuer's website at https://adler-ag.com/en/investor-relations/corporate-bonds/ or https://adler-ag.com/investor-relations/anleihen/. In addition, the Consent Solicitation Statement for the German Law Notes will be published in the Federal Gazette (Bundesanzeiger) on or about the date hereof.

Consent Solicitation for the German Law Notes

As further described in the Consent Solicitation Statement for the German Law Notes, the Issuer invites the holders of the German Law Notes to vote without a meeting on, and solicits their consent in respect of, the proposed amendments relating to the respective terms and conditions (together, the "Terms and Conditions") of the 2022 Notes, the 2023 Notes and the 2026 Notes during the voting period (the "Voting Period") from 00:00 CET on January 27, 2020 until 23:59 CET on January 29, 2020. The voting in respect of the German Law Notes will be conducted by Karin Arnold, notary public, who has been appointed by the Issuer for that purpose (the "Scrutineer").

Without the amendments, the Issuer may be required to offer to redeem or, at the Issuer's option, purchase (or procure the purchase of) in whole or in part the German Law Notes, within the Put Period (as defined in the Terms and Conditions), at 101% of the principal amount of such Notes, plus unpaid interest accrued, if applicable.

Each of the 2022 Notes, the 2023 Notes and the 2026 Notes are separate series of German Law Notes. Separate votes will be held in respect of each series of the German Law Notes and the effectiveness of an amendment with respect to one series is not dependent on the effectiveness of an amendment with respect to any other series, nor on the outcome of the separate Consent Solicitation for the New York Law Notes.

Subject to the terms and conditions described in the Consent Solicitation Statement for the German Law Notes, in the event that the Requisite Consents (as defined in the Consent Solicitation Statement for the German Law Notes) in respect of a series are obtained, the Issuer will make a one-time cash payment equal to €150 per €100,000 principal amount of such series (the "Resolution Fee") to all Noteholders of such Series as of 17:00 CET on the last day of the Voting Period, i.e. January 29, 2020 (the "Record Date"). No Resolution Fee will be paid if (i) the Consent Solicitation is terminated, withdrawn or otherwise not consummated or (ii) the Requisite Consents are not obtained.

Following receipt of the Requisite Consents (as defined in the Consent Solicitation Statement for the German Law Notes) to an amendment, such amendment will become effective in respect of a series once the statutory contestation period under the German Act on Debt Securities (Schuldverschreibungsgesetz) has expired (or, if a contestation claim has been filed, after the settlement of such contestation claim), and the amended terms and conditions of such series have been filed with the common safekeeper for Clearstream Banking, S.A., Luxembourg and Euroclear Bank SA/NV and attached to the respective global note(s) representing such series.

If an amendment becomes effective in respect of a series of German Law Notes, it will be binding on all holders of such series and their successors and transferees, whether or not such holders consented to such amendment or participated in the voting. The Issuer intends to make a public announcement once any amendments have become effective.

Noteholders who wish to participate in the voting must register on the voting platform (www.lucid-is.com/adler) by January 24, 2020, 11:59 p.m. CET. In addition, Noteholders must provide a consent instruction (including a special proof with blocking instruction) by then.

The following summary of key dates set out below is qualified in its entirety by the more detailed information appearing in the Consent Solicitation Statement for the German Law Notes. The dates below are, however, subject to modification in accordance with the terms of the Consent Solicitation for the German Law Notes.

Event

Timing

Launch Date

January 8, 2020

Registration and Instruction Deadline

January 24, 2020, 23:59 CET

Start of Voting Period

January 27, 2020, 00:00 CET

End of Voting Period

January 29, 2020, 23:59 CET

Announcement of the results of the Consent Solicitation

January 30, 2020

End of statutory contestation period

One month after publication of the results of the voting in the Federal Gazette (Bundesanzeiger).

Resolution Fee Payment Date

As soon as practical after the end of the statutory contestation period (provided that no contestation proceeding is outstanding with respect to the Consent Solicitation or the amendments) or, if a contestation claim is filed, within three business days after such contestation claim has been settled.

Announcement of the effectiveness of any amendments

As soon as practical after the end of the statutory contestation period (provided that no contestation proceeding is outstanding with respect to the Consent Solicitation or the amendments).

 

Consent Solicitation for the New York Law Notes

As further described in the Consent Solicitation Statement for the New York Law Notes, the Issuer solicits holders of the New York Law Notes to deliver their consents in respect of the proposed (i) one-time waiver of the applicability of the change of control provisions in the indenture between, inter alia, the Issuer and Deutsche Trustee Company Limited (the "Trustee"), dated December 6, 2017 (the "Indenture"), which may be deemed to have occurred following the Transaction and (ii) amendment of the definition of "Change of Control" as defined in the Indenture.

Without the proposed waiver and amendment, the Issuer may be required as a result of the completion of the Transaction to offer to repurchase the New York Law Notes at 101% of the aggregate principal amount, together with accrued and unpaid interest and Additional Amounts (as defined in the Indenture), if any, on the New York Law Notes repurchased to the date of repurchase, subject to the rights of holders on the relevant record date to receive interest due on the relevant Interest Payment Date (as defined in the Indenture).

Noteholders of the New York Law Notes must consent together on the waiver and amendment as one class. Neither the noteholders of the 2021 Notes nor the noteholders of the 2024 Notes have the right to consent as a separate series on the waiver and amendment. The effectiveness of the waiver and amendment in respect of the New York Law Notes does not depend on the outcome of the separate Consent Solicitation for the German Law Notes.

Subject to the terms and conditions described in the Consent Solicitation Statement for the New York Law Notes, in the event that the Requisite Consents (as defined in the Consent Solicitation Statement for the New York Law Notes) are obtained, the Issuer will make a one-time cash payment equal to €150 per €100,000 principal amount (the "Consent Fee") in respect of which a holder of the New York Law Notes has validly delivered a consent before the Expiration Time (as defined in the Consent Solicitation Statement for the New York Law Notes).

The following conditions must be satisfied in respect of the waiver and amendment: (i) the receipt of the Requisite Consents (as defined in the Consent Solicitation Statement for the New York Law Notes) to the waiver and amendment; and (ii) the absence of any law or regulation, and the absence of any injunction or action or other proceeding (pending or threatened), that (in the case of any action or proceeding if adversely determined) would make unlawful or invalid or enjoin or delay the implementation of the waiver and amendment, the entering into of the supplemental indenture or the payment of the Consent Fee to the holders of the New York Law Notes or that would question the legality or validity thereof. Unless all of the conditions to the Consent Solicitation for the New York Law Notes are satisfied in respect of the waiver and amendment, no Consent Fee will be paid to any holder of the New York Law Notes.

If the proposed waiver and amendment become effective, the supplemental indenture would bind all holders of Notes York Law Notes, including those that did not give their consent, but non-consenting holders would not receive the Consent Fee.

The Consent Solicitation for the New York Law Notes will expire at 5:00 p.m. CET on January 16, 2020.

The following summary of key dates set out below is qualified in its entirety by the more detailed information appearing in the Consent Solicitation Statement for the New York Law Notes. The dates below are, however, subject to modification in accordance with the terms of the Consent Solicitation for the New York Law Notes.

Event

Timing

Launch Date

January 8, 2020

Expiration Time

17:00 CET on January 16, 2020

Consent Time

Following receipt of the Requisite Consents

Announcement of the effectiveness of the waiver and amendment

Promptly after execution of the supplemental indenture by the Issuer and the Trustee

Consent Fee Payment Date

Two business days after the Expiration Time

 

Availability of Further Information on the Consent Solicitations

The Issuer has engaged J.P. Morgan Securities plc to act as Solicitation Agent for the Consent Solicitations. Questions regarding the terms of the Consent Solicitations may be directed to the Solicitation Agent as follows:

Telephone: +44 20 7134 2468

Email: [email protected]

Attention: Liability Management

 

The Issuer has also engaged Lucid Issuer Services Limited to act as the Tabulation Agent for the Consent Solicitations. Questions or requests for assistance or copies of the Consent Solicitation Statements for the New York Law Notes and the German Law Notes may be directed to the Tabulation Agent as follows:

Telephone: +44 207 704 0880

Email: [email protected]

Attention: Paul Kamminga

 

DISCLAIMER

This press release is not a consent solicitation and must be read in conjunction with the applicable Consent Solicitation Statement. This press release and the applicable Consent Solicitation Statement contain important information which should be read carefully before any decision is made with respect to any waiver or amendment. Those documents should be consulted for additional information regarding voting or consent procedures and the conditions for the relevant consent solicitation. To receive copies of the applicable Consent Solicitation Statement or for questions relating to the consent solicitation, please contact the Solicitation Agent or the Tabulation Agent using the contact information given above. If any holder of Notes is in any doubt as to the action it should take or is unsure of the impact of the implementation of the any waiver or amendment, it is recommended to seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank, manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in any of the Consent Solicitations in accordance with the customary procedures of Clearstream Banking, S.A., Luxembourg or Euroclear Bank SA/NV, as applicable. None of the Issuer, the Solicitation Agent, the Trustee, the Tabulation Agent, the Scrutineer or any person who controls, or is a director, officer, employee, agent of any such person, or any affiliate of any such person makes any recommendation whether holders should consent to any waiver or amendment. The Issuer is not making the consent solicitation to, nor will the Issuer accept deliveries of any consent from, holders in any jurisdiction in which the solicitation of consents or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

This press release includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. By their nature, the forward-looking events described in this press release may not be accurate or occur at all. Accordingly, you should not place undue reliance on these forward-looking statements, which speak only as of the date on which the statements were made.

Any deadlines set by any intermediary or clearing system may be earlier than the deadlines specified in the Consent Solicitation Statements.

 

 

 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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