DGAP-Adhoc: TTL Beteiligungs- und Grundbesitz-AG resolves capital increase

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.

Munich, 16 October 2018
 

TTL Beteiligungs- und Grundbesitz-AG resolves capital increase

• Issuance of up to 8,800,000 shares from a capital increase from authorised capital with subscription rights
• Subscription ratio of 12 : 5
• Subscription price will be determined after pre-placement of up to 10,600,827 shares

The Management Board of TTL Beteiligungs- und Grundbesitz-AG ("TTL", "TTL AG", "the Company" and together with its subsidiaries "TTL Group") (ISIN DE0007501009), a holding company focusing on the commercial real estate market, resolved today with the approval of the Supervisory Board, to increase the Company's share capital from 21,075,000 Euro by up to 8,800,000 Euro to up to 29,875,000 Euro by issuing up to 8,800,000 new no-par value bearer shares ("New Shares"). The New Shares are to be issued against cash contribution out of authorised capital with subscription rights for the existing shareholders.

The subscription offer is expected to be published on 24 October 2018. It will contain the subscription price and relate to a total of 8,781,250 New Shares. In order to achieve a straight subscription ratio, the subscription right for 18,750 New Shares ("Residual Shares") was excluded.

The subscription ratio was set at 12 : 5. It entitles existing shareholders to subscribe for 5 New Shares at the subscription price for each 12 existing shares during the subscription period, which is expected to run from 25 October 2018 to 7 November 2018 (both included). The New Shares carry full dividend rights from the financial year which started on 1 January 2018.

The subscription rights for the New Shares are expected to be traded in the period from 25 October 2018 up to 5 November 2018 (both included) in the regulated market of the Frankfurt Stock Exchange on XETRA Frankfurt Specialist and XETRA.

The subscription price in the subscription offering is determined by the offer price of a pre-placement to be effected prior to the commencement of the subscription period, presumably from 23 October 2018 to 24 October 2018. In a bookbuilding procedure, up to 7,125,827 New Shares and up to 3,475,000 shares from existing shareholders are to be placed with selected investors. Up to 7,107,077 of the New Shares are attributable to subscription rights which are not to be exercised by certain existing shareholders to increase the free float and have been assigned. Another 18,750 New Shares correspond to the Residual Shares. The aim of the transaction is to increase the free float to over 50 percent.

Bankhaus Lampe KG acts as Sole Global Coordinator in this transaction and as subscription agent during the subscription period.

TTL intends to use the net proceeds from the capital increase to further support the strong growth of the German Estate Group GmbH & Co. KG, in which the TTL Group holds a siginificant indirect stake, and for possible acquisitions to complement the investment portfolio at TTL AG level.

Regarding further details of the offer and the associated risks, reference is made to the securities prospectus for the public offering and the admission of the shares to trading on the regulated market (the "Prospectus"). TTL AG expects the approval of the Prospectus by the German Federal Financial Supervisory Authority (BaFin) in the course of today. It will be available immediately after approval by BaFin at www.ttl-ag.de/en/CI2018 and will also be available free of charge at the Company's registered office during normal business hours.

Notifying person

Theo Reichert
CEO
Tel: +49 89 381611-0
presse@ttl-ag.de

Media and Investor Relations contact

Annette Kohler-Kruse
Instinctif Partners
Tel. +49 89 3090 5189-21
ir@ttl-ag.de
presse@ttl-ag.de

Disclaimer

The information contained herein is not for release, directly or indirectly, in or into the United States of America, Australia, Canada or Japan. This document (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("Securities Act"), and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the securities will be made in the United States.

This document constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities.

The offer is being made solely on the basis of a securities prospectus, still to be approved by the German Financial Supervisory Authority ("BaFin") and published thereafter. The information legally required to be provided to investors is contained only in the securities prospectus. The prospectus will be available at www.ttl-ag.de/en/investor-relations immediately after approval by BaFin.
Forward-looking statements

Statements contained herein may constitute "forward-looking statements". Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology.

Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause the Company's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.