DGAP-Adhoc

IMMOFINANZ AG launches an incentivized exchange invitation to holders of the EUR 375 million Bonds exchangeable into BUWOG AG shares

IMMOFINANZ AG / Key word(s): Real Estate/Bond

01.09.2015 08:02

Dissemination of an Ad hoc announcement, transmitted by DGAP - a service of
EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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NOT FOR DISTRIBUTION IN THE USA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER
JURISDICTION IN WHICH INVITATIONS FOR AN INCENTIVISED CONVERSION RELATING
TO THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW


IMMOFINANZ AG (the "Company" or "IMMOFINANZ") announces the launch of an
invitation (the "Offer") to the holders (the "Bondholders") of its EUR 375
million 1.50% senior unsecured exchangeable Bonds due 2019 (ISIN
XS1108672988) (the "Bonds") to exchange such Bonds into ordinary shares of
BUWOG AG (the "Shares") on the terms and subject to the conditions set
forth in the incentive offer memorandum dated 1 September 2015 prepared by
the Company (the "Incentive Offer Document").

The Offer is intended to allow IMMOFINANZ to further optimize and simplify
its capital structure, to reduce the overall amount of debt and to improve
its financial results.

Pursuant to the Offer, Bondholders will have two options: receipt of a
fixed cash consideration which equals the value of the Shares to which a
Bondholder is entitled pursuant to the terms and conditions of the Bonds
plus a premium (the "Cash Option") or delivery of the number of Shares to
which Bondholders are entitled plus a premium (the "Share Option").

The Offer begins on 1 September 2015 and expires on 7 September 2015 at
5:00 p.m. CET (the "Expiry Date"), unless amended.

Bondholders who elect the Cash Option prior to the Expiry Date will receive
a fixed cash payment equal to the sum of (i) the value of the Shares
underlying their Bonds at the Shares' closing price on 31 August 2015 (the
"Share Reference Price") (which equals EUR 116,020.91 per EUR 100,000
principal amount of Bonds) and (ii) a premium (the Premium") which shall,
for Bondholders who elect the Cash Option prior to 3 September 2015 at 5:00
p.m., Vienna time (the "Early Bird Expiry Date"), equal EUR 7,507.94 per
EUR 100,000 principal amount of Bonds or, for Bondholders who elect the
Cash Option after the Early Bird Expiry Date but prior to the Expiry Date,
equal EUR 6,507.94 per EUR 100,000 principal amount of Bonds. Therefore,
the total fixed cash payment per EUR 100,000 principal amount of Bonds for
Bondholders electing the Cash Option before the Early Bird Expiry Date will
sum up to EUR 123,528.85.