DGAP-Ad hoc: alstria office REIT-AG

Ad-hoc announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE UNLAWFUL.

alstria issues a corporate bond with a nominal value of EUR 350,000,000 and announces invitation to tender existing corporate bonds

- alstria office REIT-AG issues a corporate bond with a nominal value of EUR 350,000,000

- Final conditions will be announced following conclusion of bookbuilding

- Invitation to holders of existing corporate bonds (ISIN: XS1323052180, XS1346695437) to offer their bonds to alstria office REIT-AG subject to the successful issuance of the new corporate bond

Hamburg, November 8, 2017 -The management board of alstria office REIT-AG (Symbol: AOX, ISIN: DE000A0LD2U1) decided on November 8, 2017 to issue an unsecured, fixed rate corporate bond with a nominal amount of EUR 350,000,000.

The new corporate bond has a maturity of approx. 10 years and will be issued with a denomination of EUR 100,000. The final conditions of the bond, in particular the interest rate and the issue price, will be announced following the conclusion of the bookbuilding.

The bond is expected to be issued on or around November 8, 2017. alstria office REIT-AG expects a rating of 'BBB' from Standard & Poor's for the bond. The bond will be admitted to trading on the regulated market of the Luxembourg Stock Exchange. The identification numbers for the bond are: ISIN: XS1717584913, Common Code: 171758491.

Following its approval by the financial supervisory authority in Luxembourg (Commission de Surveillance du Secteur Financier - CSSF) the securities prospectus will be available on alstria's website www.alstria.com under the section Investors - Bonds.

In addition, alstria office REIT-AG invites holders of its existing EUR500,000,000 2.250% Notes due 2021 (the "2021 Notes", ISIN: XS1323052180) and EUR500,000,000 2.125% Notes due 2023 (the "2023 Notes", ISIN: XS1346695437, and, together with the 2021 Notes, the "Notes"), to tender such Notes for purchase by alstria office REIT-AG for cash on the terms and subject to the conditions set forth in the tender offer memorandum dated November 8, 2017 (the "Tender Offer Memorandum"), as well as subject to the successful issuance of the new corporate bond (the "Invitation").

alstria office REIT-AG currently intends to accept for purchase notes in an aggregate principal amount of up to EUR 350,000,000. However, alstria office REIT-AG reserves the right, in its sole discretion, to increase or decrease this amount and to accept offers for each of the 2021 Notes and the 2023 Notes in different amounts.

alstria office REIT-AG will pay (for notes accepted for purchase pursuant to the Invitation) a purchase price calculated on the basis of a purchase yield of (i) -0.1% for the 2021 Notes; and (ii) +10 basis points over the relevant interpolated mid-swap rate for the 2023 Notes, as further set forth in the Tender Offer Memorandum.

The relevant purchase price will be determined at or around 12:00 p.m. CET on November 16, 2017 as set forth in the Tender Offer Memorandum. alstria office REIT-AG will also pay accrued interest in respect of the Notes accepted for purchase pursuant to the Invitation.

The invitation period commences on November 8, 2017 and will expire on November 15, 2017 at 5:00 pm CET, unless extended, re-opened, amended or earlier terminated by alstria office REIT-AG. The final results will be announced as soon as reasonably practicable thereafter.

The settlement for the Invitation is expected to occur on November 20, 2017 in respect of those Notes that have been validly offered for purchase within the invitation period and accepted for purchase by alstria office REIT-AG in accordance with the terms, conditions and restrictions of the Invitation as set forth in the Tender Offer Memorandum.

alstria office REIT-AG reserves the right, in its sole discretion, not to accept any offer of the Notes for purchase, or to extend and/or terminate the Invitation.

With the transaction, the management board intends to further optimize and extend the maturity profile of alstria office REIT-AG's debt portfolio.

Further details about the Invitation can be found in the Tender Offer Memorandum available via the Tender Agent (Lucid Issuer Services Limited; Telephone +44 (0)20 7704 0880; Email: alstria@lucid-is.com).

Contact: More information on:
alstria office REIT-AG www.alstria.de
Ralf Dibbern www.twitter.com/alstria_REIT
Head of Investor Relations & Public Relations www.alstria.blogspot.com
Bäckerbreitergang 75 www.beehive.work
20355 Hamburg
Tel.: +49 (0) 40 226 341 329
Email: rdibbern@alstria.de

About alstria:
alstria office REIT AG is the leading real-estate operator focusing solely on German office property in selected German markets. Our strategy is based on the ownership and an active management of our properties throughout their entire life cycle, strong added-value services to our customers and deep knowledge of the markets in which we operate. alstria strives for sustainable long-term value creation while taking advantage of short-term arbitrage of inefficiencies in the real estate markets. The portfolio comprises 119 buildings with a lettable area of 1.6 million sqm and a total portfolio value of EUR 3.2 billion.

Disclaimer:
This release may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Australia, Canada, Japan or South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This release is for information purposes only and constitutes neither an offer to sell nor to buy nor a solicitation of an offer to buy any securities. Neither this release nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities mentioned herein have not been nor will they be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of a state or any other jurisdiction in the USA. Therefore, the securities must not be offered or sold within the USA or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. There will be no registration of the securities pursuant to the relevant laws in the USA.
In the United Kingdom, this release is for distribution only to persons (i) who are investment professionals falling within Article 19(5) of Financial Services and Markets Act 2000 (as amended, the "Financial Promotion Order") or (ii) falling within Article 49(2)(a) to (d) of the Financial Promotion Order (high net worth companies, unincorporated associations, etc.) or (iii) other persons to whom it may be lawfully communicated in accordance with the Financial Promotion Order (all such persons falling within (i) - (iii) together being referred to as "Relevant Persons"). This release is directed only at, and may be distributed only to, Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. In the United Kingdom, any investment or investment activity to which this release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area which have implemented the Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented, the "Prospectus Directive") (each, a "Relevant Member State"), this release and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive (including any relevant implementing measure in the Relevant Member State).
No action has been taken that would permit an offering of the securities or possession or distribution of this release in any jurisdiction where action for that purpose is required. Persons into whose possession this release comes are required to inform themselves about and to observe any such restrictions.
The Invitation will not be made, directly or indirectly, in or into, or by use of the mail 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, telephone and the internet. Accordingly, this release and any other documents or materials relating to the Invitation 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 or to any persons located or resident in the United States. Any purported offer of bonds in the Invitation resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer of bonds for purchase made by a person 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.
As far as this release contains forward-looking statements with respect to the business, financial condition and results of operations of alstria office REIT-AG (alstria), these statements are based on current expectations or beliefs of alstria's management. These forward-looking statements are subject to a number of risks and uncertainties that could cause alstria's actual results or performance to differ materially from those reflected in such forward-looking statements. Apart from other factors not mentioned here, differences could occur as a result of changes in the overall economic situation and the competitive environment - especially in the core business segments and markets of alstria. Also, the development of the financial markets and changes in national as well as international provisions particularly in the field of tax legislation and financial reporting standards could have an effect. Terrorist attacks and their consequences could increase the likelihood and the extent of differences. alstria undertakes no obligation to publicly release any revisions or updates to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.