|Consus Real Estate AG (“CONSUS”) announces its capital increase with subscription rights to fund additional pipeline growth of its development business and to enhance strategic flexibility. The gross proceeds from the capital increase may amount to up to approx. EUR287 million.
CONSUS contemplates to issue a total of up to 39.9 million newly issued ordinary registered no par value shares utilizing its authorized capital. The subscription price will be EUR7.20 per newly issued share.
The subscription ratio will be 11:23. This means that existing shareholders may acquire 11 new shares for 23 existing shares at the subscription price during the subscription period which is expected to run from and including 3 July 2018 to and including 16 July 2018. The subscription rights are expected to be trading on Xetra as well as Xetra Frankfurt Specialist and the open market of Munich Stock Exchange during the period from 3 July up to and including 12 July 2018. Any new shares not subscribed for during the subscription period will be offered to institutional investors in a private placement on or around 17 July 2018. The first day of trading of the newly issued shares is expected to be on or around 20 July 2018.
The newly issued shares will have full dividend rights from 1 January 2017. The gross proceeds from the offering in the event of a placement of all new shares, which will be executed on a best efforts basis, are expected to amount to up to EUR287 million.
The Company intends to use the net proceeds from the capital increase to fund additional pipeline growth of its development business and to enhance its strategic flexibility. This includes (i) further acquisitions of additional development projects through the Company or its subsidiary CG Gruppe AG, and (ii) selected add-on acquisitions of real estate developers by the Company. In the event that the CG Gruppe AG (“CG”) will seek to acquire additional development projects, the Company intends to provide financing through equity contributions, which will also facilitate raising the Company’s stake in CG.
CONSUS’s major shareholder Aggregate Deutschland S.A. intends to partially exercise its subscription rights in the amount of at least EUR75 million.
Andreas Steyer, the CEO of CONSUS, intends to purchase new shares in the amount of approximately EUR2 million in connection with the capital increase.
CONSUS expects that the prospectus in relation to the capital increase will be published in the course of today.
Consus Real Estate AG
About Consus Real Estate AG
These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of Consus Real Estate AG (“CONSUS”) in the United States, Australia, Canada or any other jurisdiction in which such offer or solicitation is unlawful. 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 subject to certain exceptions.
The Securities of CONSUS may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities of CONSUS have not been, and will not be, registered under the Securities Act. There will be no public offering of the securities in the United States. Any sale in the United States of the Securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in, and in reliance on, Rule 144A under the Securities Act.
This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of CONSUS should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)) and will be available free of charge from Consus Real Estate AG, Kurfürstendamm 188-189, 10707 Berlin, Germany, or on the website of CONSUS.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) through (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.