DGAP-Media / 12.07.2016 / 18:11 NOT FOR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES"). PRESS RELEASE Hamburg (12 July 2016) - TAG Immobilien AG successfully concludes the offer for early conversion of its convertible bond 2012/2019 with an acceptance quota of 94% / Announcement of clean-up call for remaining outstanding convertible bonds / Further strengthening of capital and financing structure of TAG by means of early conversion offer, which has been successfully conducted in Germany for the first time Today, TAG Immobilien AG ("TAG" or the "Company") successfully concluded the early conversion offer (the "Transaction") for all 5.50% outstanding convertible bonds maturing in June 2019 with a total nominal value of EUR 74.5 million (ISIN DE000A1PGZM3, the "Convertible Bond"). Until the end of the offer period on 12 July 2016 16:00 CEST, bond holders accepted the early conversion offer for bonds with a nominal value of EUR 70.1 million. This corresponds to an acceptance quota of 94%. Bond holders who accepted the offer will receive the underlying number of shares from the conditional capital according to the terms and conditions of the Convertible Bond plus a cash payment to compensate for any remaining interest payments or the difference of the value of the underlying shares compared to the market value of the Convertible Bond at the time of the announcement of the offer on 30 June 2016 (plus an incentive premium) at an amount of 12.75% of the nominal value of the Convertible Bond. Based on the acceptance quota of 94% the total cash payment amounts to EUR 8.9 million. The Transaction will be settled on 18 July 2016. With the conclusion of the Transaction, less than 20% of the original nominal value of the Convertible Bond of EUR 85.3 million will remain outstanding. The Company plans to call these remaining bonds according to the terms and condition of the Convertible Bond ("Clean-up Call"). The Company will issue a separate announcement with respect to the Clean-up Call. The Transaction allows for a strengthening of the TAG capital structure even before the regular maturity date in June 2019 and thus fits into the management's long-term initiative to continuously optimize the capital structure of the Company. The Convertible Bond has traded in the money and hence the Transaction will not lead to an additional dilution for the shareholders of TAG. The Transaction will reduce the Company's loan-to- value (LTV) from 61.0% to approx. 59.3%, based on the financials in the IFRS interim consolidated financial statements as of 31 March 2016 and early conversion including Clean-up Call. At the same, the conversions will reduce interest costs by EUR 4.1 million per year. This early conversion offer of the Convertible Bond is the first transaction of its type successfully concluded in the German capital market. This proves TAG's ability to successfully execute innovative capital market transactions in the interest of its shareholders. Credit Suisse Securities (Europe) Limited acted as Sole Dealer Manager in the Transaction, VICTORIAPARTNERS served as Financial Advisor to TAG. Presseanfragen: TAG Immobilien AG Head of Investor & Public Relations Dominique Mann Tel. +49 (0) 40 380 32 0 Fax +49 (0) 40 380 32 390 [email protected] This notice, the Offer Memorandum and the Incentive Offer are not for distribution, directly or indirectly, in or into or to any person located or resident in the United States. The Incentive Offer referenced herein is not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the Incentive Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States. This notice, the Offer Memorandum and the Incentive Offer do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. Nothing in this notice constitutes an offer to buy or the invitation to offer to sell securities in Italy (except as set out in the Offer Memorandum), Belgium (except as set out in the Offer Memorandum), the Republic of France (except as set out in the Offer Memorandum) or any other jurisdiction in which such offer or solicitation would be unlawful. The Offer Memorandum and the Incentive Offer may only be communicated to persons in the United Kingdom in circumstances where section 21 (1) of the Financial Services and Markets Act 2000 does not apply. The distribution of the Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Offer Memorandum comes are required by the Company and the Dealer Manager to inform themselves about, and to observe, any such restrictions. See restrictions set out in the Offer Memorandum. End of Media Release --------------------------------------------------------------------------- Issuer: TAG Immobilien AG Key word(s): Real estate 12.07.2016 Dissemination of a Press Release, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: TAG Immobilien AG Steckelhörn 5 20457 Hamburg Germany Phone: 040 380 32 0 Fax: 040 380 32 388 E-mail: [email protected] Internet: http://www.tag-ag.com ISIN: DE0008303504, XS0954227210, DE000A12T101 WKN: 830350, A1TNFU, A12T10 Indices: MDAX Listed: Regulated Market in Frankfurt (Prime Standard), Munich; Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Stuttgart; Terminbörse EUREX End of News DGAP Media --------------------------------------------------------------------------- 481567 12.07.2016