TAG Immobilien AG / Key word(s): Miscellaneous/Bond 30.06.2016 08:12 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad hoc announcement TAG offers early conversion to holders of 2012/2019 convertible bonds Hamburg, 30 June 2016 - Today the Management Board of TAG Immobilien AG ('TAG' or the 'Company'), with the Supervisory Board's approval, agreed to offer early conversion for all outstanding 5.50% convertible bonds, with a nominal value of EUR 74.5 million and a maturity of June 2019 (ISIN DE000A1PGZM3, the 'Convertible Bond') (the 'Transaction'). Besides the delivery of the underlying shares from the contingent capital in accordance with the terms of the Convertible Bond (to a maximum of approx. 9.97 million shares), the offer includes a cash payment to compensate for the outstanding interest payments and/or the difference between the value of the conversion shares compared to the current market value of the Convertible Bond (plus a premium payment), in the amount of 12.75% on the principal amount of the Convertible Bond. To accept the offer, investors can exercise their conversion rights prematurely within the offer period. Assuming a full early conversion, this cash payment would amount to approx. EUR 9.5 million. The Transaction strengthens the Company's equity base prior to the Convertible Bond's regular due date in June 2019, and is part of the Management Board's long-term initiative to continuously optimise the Company's capital structure. As the Convertible Bond is already trading in the money, early conversion does not lead to any additional dilution for TAG shareholders. 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 full early conversion assumed. At the same, the conversions will reduce interest costs by up to approx. EUR 4.1 million per year. Investors who exercise their conversion right for a bond unit with a nominal value of EUR 100,000 receive 13.381,69 TAG shares and a cash amount of EUR 12,750.00. In accordance with the terms and conditions, the Company made the semi-annual coupon payment which fell due on 28 June. Under this offer, the Company will not pay any accrued interest beyond this. Holders of the Convertible Bond can accept the offer by exercising some or all of their conversion rights during the offer period from 30 June to 8 July 2016, 16:00 CET in accordance with the terms and conditions of the Convertible Bond. The cash compensation shall be made by 18 July 2016. The Company reserves the right to declare all of the remaining outstanding units of the Convertible Bond due in accordance with its terms and conditions if less than 20% of the original nominal amount of EUR 85.3 million is outstanding after the offer ends (Clean-up Call). The offer is subject to various conditions that are described in detail in the offer document, which can be requested from Credit Suisse Securities (Europe) Limited, the Sole Dealer Manager. VICTORIAPARTNERS serves as TAG's sole financial advisor in the Transaction. Contact: TAG Immobilien AG Head of Investor&Public Relations Dominique Mann Tel. +49 (0) 40 380 32 - 300 Fax +49 (0) 40 380 32 388 [email protected] 30.06.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media 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 Announcement DGAP News-Service ---------------------------------------------------------------------------