DGAP-News: TTL Beteiligungs- und Grundbesitz-AG AG plans offering of up to 12,275,000 shares and thereby a significant increase in free float

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Munich, 8 October 2018
 

TTL Beteiligungs- und Grundbesitz-AG AG plans offering of up to 12,275,000 shares and thereby a significant increase in free float

• Proceeds from a planned capital increase are primarily to be used for the further growth of the affiliated company German Estate Group GmbH & Co. KG and to supplement the investment portfolio
• Offering of up to 12,275,000 shares relates to up to 8,800,000 New Shares from the planned capital increase with subscription rights and up to 3,475,000 shares from the holdings of existing shareholders
• Thereof, up to 10,600,827 shares are to be offered to institutional investors in a pre-placement process
• Following pre-placement, New Shares are to be offered to the existing shareholders in a subscription offering

TTL Beteiligungs- und Grundbesitz-AG ("TTL", "TTL AG" and together with its subsidiaries "TTL Group") (ISIN DE0007501009), a holding company focusing on the commercial real estate market, intends to increase its share capital by up to 8,800,000 shares ("New Shares") to a total of up to 29,875,000 shares. The New Shares will be issued from a capital increase against cash contribution out of authorised capital with subscription rights for the existing shareholders. The offering and admission to trading, which is planned to be completed by the end of this year, relates to the New Shares and up to 3,475,000 existing shares.

"In recent months, we have optimised both the internal organisation of the TTL Group as well as our investment portfolio. This has made us more attractive for the capital markets. The reason for the planned offering is twofold: The capital increase will provide us with additional funds for the next growth phase, while at the same time we intend to significantly increase free float in our share. This "Re-IPO"-transaction will lead to higher visibility on the capital markets both for German and international shareholders and ultimately increase the availability and liquidity of the share," comments Theo Reichert, CEO of TTL AG, on the planned transaction.

Capital market transaction in two steps

In a first step, up to 7,125,827 New Shares and up to 3,475,000 existing shares are to be "pre-placed" with institutional investors by way of a bookbuilding procedure. Up to 7,107,077 New Shares shall originate from subscription rights not exercised and to be assigned by existing shareholders. 18,750 New Shares relate to residual shares, for which subscription rights are to be excluded to achieve a straight subscription ratio.

The offer price to be fixed in the bookbuilding procedure for the pre-placement will determine the subscription price of the subsequent subscription offer. The subscription offer relates to 8,781,250 New Shares (excluding the residual shares) from the capital increase, which may be subscribed at a subscription ratio of 12 : 5. Thereof, subscription rights in relation to 7,107,077 shares are intended to be assigned by existing shareholders in a first step to enable allotments to investors in the pre-placement. The shareholders' subscription rights for the remaining New Shares ensure that each shareholder exercising its subscription rights will continue to hold its original, nearly unchanged percentage share in the company's share capital.

The transaction is subject to the required resolutions of the Management Board and Supervisory Board regarding the capital increase, the approval of the securities prospectus (the "Prospectus") for the public offering and admission of the shares to trading by the German Federal Financial Supervisory Authority ("BaFin") and the subsequent registration of the capital increase with the commercial register.

Strengthening activities in the commercial real estate sector

TTL AG is a holding company that currently operates via the German Estate Group GmbH & Co. KG ("GEG", and together with its subsidiaries the "GEG Group") in the commercial real estate market in Germany. As a strategic investor, TTL AG provides equity and debt capital for the further rapid growth of GEG Group's operations. In recent months, TTL AG has successively increased its indirect share in GEG and currently holds 50 percent, with strategic leadership, of TTL Real Estate GmbH, which holds a 75 percent stake in GEG. The remaining 25 percent are held by the international financial investor Kohlberg Kravis Roberts ("KKR").

TTL AG also holds an indirect minority stake in Deutsche Immobilien Chancen Group and hereby receives cash inflows from dividends from its business activities, including its investment in DIC Asset AG.

TTL AG intends to use the net proceeds from the capital increase to further support GEG's strong growth and for possible acquisitions to complement the investment portfolio at TTL AG level.

Improved capital market profile

Prior to the capital increase, the share capital of TTL AG amounts to 21,075,000 Euro and is divided into 21,075,000 ordinary shares with no-par value (Stückaktien). The free float is currently at around 19 percent.

Assuming the successful completion of the transaction, a total of 29,875,000 shares will be issued and admitted to trading on the regulated market of the Frankfurt Stock Exchange (General Standard). A free float ratio of more than 50 percent is targeted. This would significantly improve the liquidity of TTL's share and clearly increase the visibility of TTL AG as a listed real estate company on the capital markets.

Bankhaus Lampe KG acts as Sole Global Coordinator in this transaction and as subscription agent during the subscription period, as well as Designated Sponsor in relation to the admission to XETRA listing starting from 8 October 2018.

Regarding further details of the offer and the associated risks, reference is made to the Prospectus. The Prospectus will be available at www.ttl-ag.de/en/CI2018 immediately after approval by BaFin.
Key financials
 

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 subsequent 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/CI2018 immediately after approval by BaFin.

Forward-looking statements

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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.