Aroundtown SA announces offer to the holders of its EUR600,000,000 (EUR277,000,000 outstanding) 1.5% Notes due 2022 and EUR550,000,000 2.125% Notes due 2023 to tender such Notes for purchase for cash

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE 'UNITED STATES') OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO PUBLISH OR DISTRIBUTE THIS DOCUMENT.

2 July 2019

Aroundtown SA announces offer to the holders of its EUR600,000,000 (EUR277,000,000 outstanding) 1.5% Notes due 2022 and EUR550,000,000 2.125% Notes due 2023 to tender such Notes for purchase for cash.

The Board of Directors of Aroundtown SA (the 'Company') has decided today to offer to the holders of its (i) EUR600,000,000 1.5% Notes due 2022 with a principal amount outstanding of EUR277,000,000 (the '2022 Notes') to tender the 2022 Notes for purchase by the Company for cash (the '2022 Offer') and (ii) EUR550,000,000 2.125% Notes due 2023 with a principal amount outstanding of EUR550,000,000 (the '2023 Notes' and, together with the 2022 Notes, the 'Notes') to tender the 2023 Notes for purchase by the Company for cash (the '2023 Offer' and, together with the 2022 Offer, the 'Offers').

The Offers shall be subject to the satisfaction or waiver of the New Financing Condition (as defined below) and the terms and conditions set out in the tender offer memorandum dated 2 July 2019 (the 'Tender Offer Memorandum') prepared by the Company.

After the Settlement Date, the Company will have the option to redeem all of the then outstanding 2022 Notes or 2023 Notes at their principal amount, together with accrued but unpaid interest, if any, to (but excluding) the relevant redemption date, if after the Settlement Date purchases (and corresponding cancellations) and/or redemptions should have been effected in respect of 80 per cent or more in aggregate principal amount of the 2022 Notes or 2023 Notes, as applicable.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Material pricing terms

Rationale for the Offers

The purpose of the Offers is to proactively manage upcoming debt redemptions.

2022 Offer and Modified Dutch Auction Procedure

Subject to the Minimum Denomination (as defined in the Tender Offer Memorandum), the 2022 Purchase Price will be determined pursuant to a modified Dutch auction procedure, as described in the Tender Offer Memorandum. Under the modified Dutch auction procedure, the Company will announce as soon as reasonably practicable after the Pricing Time on the Pricing Date (a) the 2022 Final Acceptance Amount and (b) the price it will pay for such 2022 Notes (the '2022 Purchase Price'), taking into account the principal amount of 2022 Notes so tendered and the 2022 Offer Spreads specified (or deemed to be specified, as set out below) by tendering Noteholders in respect of 2022 Notes (and therefore the 2022 Purchase Yield). The 2022 Purchase Price (if any) will represent the lowest price that will enable the Company to purchase an aggregate principal amount of 2022 Notes which equals the 2022 Final Acceptance Amount.

The 2022 Purchase Price will be determined in accordance with market convention and expressed as a percentage of the principal amount of the 2022 Notes accepted for purchase pursuant to the 2022 Offer, and is intended to reflect a yield to maturity of the 2022 Notes on the Settlement Date based on the 2022 Purchase Yield. Specifically, the 2022 Purchase Price will equal (a) the value of all remaining payments of principal and interest on the Notes up to and including the scheduled maturity date of the 2022 Notes, discounted to the Settlement Date at a discount rate equal to the 2022 Purchase Yield (calculated as the sum of the 2022 Clearing Spread and the 2022 Interpolated Mid-Swap Rate), minus (b) Accrued Interest.

The 2022 Clearing Spread shall be the lower of (i) 45 basis points (the '2022 Maximum Offer Spread') and (ii) a single spread specified in 2022 Competitive Tender Instructions by tendering Noteholders, such that (i) or (ii) will enable the Company to purchase its desired principal amount of 2022 Notes. If no 2022 Competitive Tender Instructions are tendered, the 2022 Clearing Spread will be the 2022 Maximum Offer Spread.

The 2022 Clearing Spread will apply to all 2022 Notes accepted for purchase, irrespective of whether a 2022 Competitive Tender Instruction or 2022 Non-Competitive Tender Instruction is submitted in respect of such 2022 Notes.

2023 Offer and Modified Dutch Auction Procedure

Subject to the Minimum Denomination (as defined in the Tender Offer Memorandum), the 2023 Purchase Price will be determined pursuant to a modified Dutch auction procedure, as described in the Tender Offer Memorandum. Under the modified Dutch auction procedure, the Company will announce as soon as reasonably practicable after the Pricing Time on the Pricing Date (a) the 2023 Final Acceptance Amount and (b) the price it will pay for such 2023 Notes (the '2023 Purchase Price'), taking into account the principal amount of 2023 Notes so tendered and the 2023 Offer Spreads specified (or deemed to be specified, as set out below) by tendering Noteholders in respect of 2023 Notes (and therefore the 2023 Purchase Yield). The 2023 Purchase Price (if any) will represent the lowest price that will enable the Company to purchase an aggregate principal amount of 2023 Notes which equals the 2023 Final Acceptance Amount.

The 2023 Purchase Price will be determined in accordance with market convention and expressed as a percentage of the principal amount of the 2023 Notes accepted for purchase pursuant to the 2023 Offer, and is intended to reflect a yield to maturity of the 2023 Notes on the Settlement Date based on the 2023 Purchase Yield. Specifically, the 2023 Purchase Price will equal (a) the value of all remaining payments of principal and interest on the Notes up to and including the scheduled maturity date of the 2023 Notes, discounted to the Settlement Date at a discount rate equal to the 2023 Purchase Yield (calculated as the sum of the 2023 Clearing Spread and the 2023 Interpolated Mid-Swap Rate), minus (b) Accrued Interest.

The 2023 Clearing Spread shall be the lower of (i) 56 basis points (the '2023 Maximum Offer Spread') and (ii) a single spread specified in 2023 Competitive Tender Instructions by tendering Noteholders, such that (i) or (ii) will enable the Company to purchase its desired principal amount of 2023 Notes. If no 2023 Competitive Tender Instructions are tendered, the 2023 Clearing Spread will be the 2023 Maximum Offer Spread.

The 2023 Clearing Spread will apply to all 2023 Notes accepted for purchase, irrespective of whether a 2023 Competitive Tender Instruction or 2023 Non-Competitive Tender Instruction is submitted in respect of such 2023 Notes.

Accrued Interest

The Company will also pay an Accrued Interest Payment in respect of Notes validly tendered and delivered and accepted for purchase by the Company pursuant to the Offers.

New Financing Condition

The Company is not under any obligation to accept for purchase any Notes tendered pursuant to any Offer. The acceptance for purchase by the Company of Notes tendered pursuant to an Offer is at the sole discretion of the Company and tenders may be rejected by the Company for any, or no, reason.

In addition, the Company announced on 2 July 2019 that it may issue new euro-denominated fixed rate notes (the 'New Notes') under its EUR10,000,000,000 Euro Medium Term Note Programme. Whether the Company will accept for purchase Notes validly tendered pursuant to an Offer is subject, without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Notes (the 'New Financing Condition') or the waiver of such New Financing Condition at the sole discretion of the Company.

Final Acceptance Amount

Subject to satisfaction of the New Financing Condition on or prior to the Settlement Date, the 2022 Final Acceptance Amount and the 2023 Final Acceptance Amount will be determined by the Company in its sole discretion at or around the Pricing Time on the Pricing Date and will be announced by the Company as soon as reasonably practicable after the Pricing Time on the Pricing Date.

Scaling of Tender Offers for the 2022 Notes

In the circumstances (described in the Tender Offer Memorandum) in which 2022 Notes validly tendered pursuant to the 2022 Offer are to be accepted on a pro rata basis (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date), each such tender of 2022 Notes will be scaled by a factor (the '2022 Scaling Factor') equal to (i) the 2022 Final Acceptance Amount less the aggregate principal amount of the 2022 Notes that have been validly tendered and accepted for purchase and are not subject to acceptance on a pro rata basis (if any), divided by (ii) the aggregate principal amount of the 2022 Notes that have been validly tendered and are subject to acceptance on a pro rata basis (subject to adjustment to allow for the aggregate principal amount of 2022 Notes accepted for purchase, following the rounding of tenders of such 2022 Notes described in the next sentence, to equal the 2022 Final Acceptance Amount exactly). Each tender of 2022 Notes that is scaled in this manner will be rounded down to the nearest EUR1,000.

Each tender of 2022 Notes that is subject to scaling will be rounded to the nearest EUR1,000 in nominal amount (and subject to a minimum amount of EUR100,000). In addition, in the event of any such scaling, the Company will use reasonable endeavours to apply pro rata scaling (to the extent practicable, and adjusted as may be applicable) to each valid tender of 2022 Notes in such a manner as will result in both:

* the relevant Noteholder transferring to the Company an aggregate nominal amount of 2022 Notes; and

* the relevant Noteholder's residual amount of 2022 Notes (being the nominal amount of the 2022 Notes the subject of the relevant Tender Instruction that are not accepted for purchase by virtue of such scaling),

amounting, in each case, to either (i) at least EUR100,000 or (ii) zero, and the Company therefore reserves the right (but shall not be obliged) to adjust the 2022 Scaling Factor applicable to any relevant Tender Instruction accordingly.

Scaling of Tender Offers for the 2023 Notes

In the circumstances (described in the Tender Offer Memorandum) in which 2023 Notes validly tendered pursuant to the 2023 Offer are to be accepted on a pro rata basis (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date), each such tender of 2023 Notes will be scaled by a factor (the '2023 Scaling Factor') equal to (i) the 2023 Final Acceptance Amount less the aggregate principal amount of the 2023 Notes that have been validly tendered and accepted for purchase and are not subject to acceptance on a pro rata basis (if any), divided by (ii) the aggregate principal amount of the 2023 Notes that have been validly tendered and are subject to acceptance on a pro rata basis (subject to adjustment to allow for the aggregate principal amount of 2023 Notes accepted for purchase, following the rounding of tenders of such 2023 Notes described in the next sentence, to equal the 2023 Final Acceptance Amount exactly). Each tender of 2023 Notes that is scaled in this manner will be rounded down to the nearest EUR1,000.

Each tender of 2023 Notes that is subject to scaling will be rounded to the nearest EUR1,000 in nominal amount (and subject to a minimum amount of EUR100,000). In addition, in the event of any such scaling, the Company will use reasonable endeavours to apply pro rata scaling (to the extent practicable, and adjusted as may be applicable) to each valid tender of 2023 Notes in such a manner as will result in both:

* the relevant Noteholder transferring to the Company an aggregate nominal amount of 2023 Notes; and

* the relevant Noteholder's residual amount of 2023 Notes (being the nominal amount of the 2023 Notes the subject of the relevant Tender Instruction that are not accepted for purchase by virtue of such scaling),

amounting, in each case, to either (i) at least EUR100,000 or (ii) zero, and the Company therefore reserves the right (but shall not be obliged) to adjust the 2023 Scaling Factor applicable to any relevant Tender Instruction accordingly.

Total Amount Payable to Noteholders

If, in respect of the 2022 Notes or the 2023 Notes, as applicable, the Company decides to accept valid tenders of Notes pursuant to the Offers, the total consideration that will be payable to each Noteholder on the Settlement Date for the Notes accepted for purchase from such Noteholder will be an amount (rounded to the nearest EUR0.01, with EUR0.005 being rounded upwards) equal to the sum of:

(a) the product of (i) the aggregate principal amount of the Notes accepted for purchase from such Noteholder pursuant to the Offers and (ii) the relevant Purchase Price; and

(b) the Accrued Interest Payment on the Notes.

The Purchase Price will be determined in accordance with market convention, at the Pricing Time on the Pricing Date in the manner described in the Tender Offer Memorandum.

Expected Timetable of Key Events

The following table sets forth the expected dates and times of the key events relating to the Offers. The times and dates below are indicative only and subject to changes.

The Company may, subject to applicable laws, at its option and in its sole discretion, at any time before any acceptance by it of any Notes tendered for purchase in the Offers extend each of the dates above (in which case all references in the Tender Offer Memorandum to such extended date will, unless the context otherwise requires, be to the latest time and date to which such date has been so extended).

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase Price and the relevant Accrued Interest Payment pursuant to each of the Offers, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction in respect of each relevant series of Notes held by such Noteholders that is received by the Tender Agent by the Expiration Deadline. See 'Procedures for Participating in the Offers' in the Tender Offer Memorandum.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions may be earlier than the relevant deadlines specified above.

General

The complete terms and conditions of the Offers are set forth in the Tender Offer Memorandum, which will be sent to eligible Noteholders at their request. Noteholders are urged to read the Tender Offer Memorandum carefully.

The Company is not under any obligation to accept any tender of Notes for purchase pursuant to the Offers. Tenders of Notes for purchase may be rejected in the sole and absolute discretion of the Company for any reason, and the Company is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase. For example, tenders of Notes for purchase may be rejected if the Offers are terminated, if the New Financing Condition is not satisfied, if the Offers do not comply with the relevant requirements of a particular jurisdiction or for any other reason.

Notes that are not successfully tendered for purchase pursuant to the Offers will remain outstanding.

After the Settlement Date, the Company will have the option to redeem all of the then outstanding Notes of a Series at their principal amount, together with accrued but unpaid interest, if any, to (but excluding) the relevant redemption date, if after the Settlement Date purchases (and corresponding cancellations) and/or redemptions should have been effected in respect of 80 per cent or more in principal amount of the Notes of the relevant Series.

Noteholders are advised that the Company may, in its sole discretion, accept tenders of Notes pursuant to the relevant Offer on more than one date if such Offer is extended or re-opened.

The Company has retained Citigroup Global Markets Limited and Deutsche Bank Aktiengesellschaft to act as the Dealer Managers (the 'Dealer Managers') and Lucid Issuer Services Limited to act as the Tender Agent (the 'Tender Agent'). Questions or requests for assistance concerning the terms of the Offers should be directed to the Dealer Manager or the Tender Agent at:

Contact Details:

THE DEALER MANAGERS

Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +44 20 7986 8969
Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com

Deutsche Bank Aktiengesellschaft
Mainzer Landstrasse 11-17
60329 Frankfurt am Main
Germany
Telephone: +44 20 7545 8011
Attention: Liability Management Group

THE TENDER AGENT

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Tel: +44 20 7704 0880

Attention: Arlind Bytyqi

Email: aroundtown@lucid-is.com

This announcement is made by the Company:

About the Company

Aroundtown SA (symbol: AT1), trading on the Prime Standard of the Frankfurt Stock Exchange, is the largest listed and highest rated (BBB+ by S&P) German commercial real estate company. Aroundtown invests in income generating quality properties with value-add potential in central locations in top tier European cities mainly in Germany/NL.

Aroundtown SA (ISIN: LU1673108939) is a public limited liability company (société anonyme) established under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B217868, having its registered office at 1, Avenue du Bois, L-1251 Luxembourg, Grand Duchy of Luxembourg.

Aroundtown SA
1, avenue du Bois
L-1251 Luxembourg
Grand Duchy of Luxembourg

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your broker, 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 the Offers. None of the Dealer Managers, the Tender Agent and the Company makes any recommendation as to whether Noteholders should tender Notes for purchase pursuant to the Offers.

None of the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, the Notes or the Offers contained in this announcement or in the Tender Offer Memorandum. None of the Company, the Dealer Managers, the Tender Agent, or any director, officer, employee, agent or affiliate of any such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers, and accordingly none of the Company, the Dealer Managers, the Tender Agent, or any director, officer, employee, agent or affiliate of any such person, makes any recommendation as to whether Noteholders should tender Notes in the Offers. None of the Dealer Managers, the Tender Agent nor any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company or the Notes which is material in the context of the Offers and which is not otherwise publicly available.

* * * * *

Offer and distribution restrictions

Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Managers or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions is restricted by law. Persons into whose possession this announcement or the Offers come are required by the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

In addition to the representations referred to below in respect of the United States, each Noteholder participating in an Offer will also be deemed to give certain representations, acknowledgements, warranties and undertakings and make certain agreements in respect of the other jurisdictions referred to below and generally as set out in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to an Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Managers and the Tender Agent reserves the right, in their absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender will not be accepted.

United States

The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States and the Notes cannot be tendered in the Offers by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States. Any purported tender of Notes in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by any person acting for the account or benefit of, a person resident or located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Notes participating in an Offer will represent that it is not located in the United States and is not participating in such Offers from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offers from the United States. For the purposes of this and the above paragraph, 'United States' means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Financial Promotion Order')) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Italy

None of the Offers, the Tender Offer Memorandum and any other document or materials relating to the Offers has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ('CONSOB') pursuant to Italian laws and regulations. The Offers are being carried out in Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the 'Financial Services Act') and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the 'Issuers' Regulation'). Noteholders or beneficial owners of the Notes can tender some or all of their Notes pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France ('France'). Neither the Tender Offer Memorandum nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offers. The Tender Offer Memorandum and any other documents or materials relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.