October 6, 2021
PREOS Global Office Real Estate & Technology AG: 7.5 % convertible bond 2019/2024 - Publication of an adaptation of the conversion price
THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT INTENDED FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, TO, WITHIN OR FROM THE UNITED STATES OF AMERICA OR ANY OTHER COUNTRY WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD BE CONTRARY TO THE LAWS OF THAT COUNTRY
Frankfurt/Main, 06 October 2021 – PREOS Global Office Real Estate & Technology AG (“PREOS”, ISIN DE000A2LQ850, m:access) informs the bondholders of the Convertible Bond 2019/2024 (ISIN: DE000A254NA6) in accordance with Article 10(p) in conjunction with Article 15 of the Terms and Conditions of the Convertible Bond (the “Bond Terms and Conditions”) that an adjustment of the conversion price has been made.
On 25 August 2021, the Extraordinary Shareholders' Meeting of PREOS approved a capital increase from company funds (Articles 207 et seq. German Stock Corporation Act(AktG)) (by way of an issue of so-called bonus shares) and the corresponding amendment to the Articles of Association of PREOS. Accordingly, the share capital of PREOS was increased by EUR 107.495.532,00 from EUR 5.971.974,00 to EUR 113.467.506,00 by converting a partial amount of EUR EUR 5.971.974,00 of the capital reserve. The 5.971.974 new registered no-par value shares of PREOS with a proportionate amount of the share capital of EUR 1,00 each resulting from the capital increase from company funds are available to the shareholders of PREOS at a ratio of 18:1 so that one new no-par value share is attributable to 18 existing no-par value shares. The new shares are entitled to dividends from 1 January 2021. The capital increase from company funds was recorded in the commercial register of PREOS on 12 September 2021. Since today, 6 October 2021 (ex-day), the shares of the PREOS ex scrip shares are traded.
Article 10 of the Terms and Conditions of the Convertible Bond 2019/2024 contain provisions that provide for protection against dilution in favour of the bondholders in particular in the event of certain capital measures and dividend distributions by PREOS.
Article 10(a)(i) of the Bond Terms and Conditions provides for an adjustment of the conversion price in the event of a capital increase from the corporate funds of PREOS by way of issuing new shares. Such adjustment will be made in accordance with Article 10(l)(i), (m), (q) of the Bond Terms and Conditions by the Calculation Agent as defined in Article 14 of the Bond Terms and Conditions. The calculations, adjustments and provisions of the Calculation Agent are made in accordance with Article 14(c) of the Bond Terms and Conditions in coordination with PREOS and (unless there is an obvious error) are final and binding for PREOS and all bondholders.
Accordingly, the conversion price has been adjusted from EUR 6,60 to EUR 6,2526 in accordance with Article 10(a)(i) of the Bond Terms and Conditions. The adjusted conversion price results in an adjusted conversion ratio of 1 : 159,9335. The adjustment of the conversion price and the adjusted conversion ratio took effect at the beginning of today's 6 October 2021 in accordance with Article 10(l)(i) of the Bond Terms and Conditions.
The conversion right may only be exercised during certain periods specified in the Bond Terms and Conditions.
The Executive Board
This publication does not constitute an offer. In particular, it does not constitute a public offer to sell or an offer or a solicitation of an offer to purchase, purchase or subscribe for any bonds, shares or other securities.
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