DGAP-Adhoc: TLG IMMOBILIEN AG: Delisting of TLG shares intended, major shareholder has announced public delisting tender offer for EUR 31.67, TLG to support such public tender offer

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TLG IMMOBILIEN AG: Delisting of TLG shares intended, major shareholder has announced public delisting tender offer for EUR 31.67, TLG to support such public tender offer

Berlin, Germany, October 20, 2021 - Today, the management board of TLG IMMOBILIEN AG (the "Company") (ISIN DE000A12B8Z4 / WKN A12B8Z) with the approval of the supervisory board and in consultation with Aroundtown SA ("Aroundtown"), which holds approx. 79.89% of the shares of the Company ("TLG Shares"), has resolved to delist the TLG Shares for trading in the Regulated Market of the Frankfurt Stock Exchange after publication of a public delisting offer by Aroundtown. To this end, TLG - upon approval by the supervisory board - today concluded a delisting agreement with Aroundtown. In the delisting agreement, Aroundtown has committed itself to making a public tender offer to the TLG shareholders to purchase their shares in exchange for payment of EUR 31.67 per TLG Share.

In light of the overall circumstances, the management board and the supervisory board are of the opinion that the conclusion of a delisting agreement is in the interest of the Company. This is based on the fact that, since the closing of the voluntary public tender offer by Aroundtown on February 19, 2020, the public equity capital market is a less viable option for financing for TLG. The free float of TLG Shares has been reduced to approx. 4% and the average daily trading volume has decreased significantly compared against the last six months prior to the closing of the public tender offer. Against this background, the Company has - subject to a detailed examination of the tender offer document and in consideration of its statutory obligations - agreed to support the public delisting offer. The management board and the supervisory board will issue a reasoned statement pursuant to Sec. 27 German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) regarding the public delisting offer.

The decision on the withdrawal of admission of the shares will be taken by the management of the Frankfurt Stock Exchange. The management board expects the withdrawal, in accordance with the rules of the Frankfurt Stock Exchange, to come into effect three trading days after publication of the withdrawal which shall occur immediately following the decision of the Frankfurt Stock Exchange. After effectiveness of the withdrawal, TLG Shares will no longer be admitted for trading or be traded on a domestic regulated market or on a comparable foreign market.

In order to afford the shareholders of the Company the opportunity to sell their TLG Shares to the Company ahead of the completion of the delisting offer, the management board of the Company considers to buy back TLG Shares by way of a public share buyback offer. If the Company decides to conduct such public share buyback, a separate announcement will follow.

Contact:
Armin Heidenreich
TLG IMMOBILIEN AG
General Counsel
Hausvogteiplatz 12
10117 Berlin
Phone: +49 30 2470 6343
Email: armin.heidenreich@tlg.de

Disclaimer

This announcement is for informational purposes only and constitutes neither an invitation to sell, nor an offer to purchase, securities of TLG IMMOBILIEN AG ("TLG"). The final terms and further provisions regarding the public delisting tender offer will be disclosed in the offer document. Investors and holders of securities of TLG are strongly recommended to read the offer document and all announcements in connection with the public delisting tender offer as soon as they are published, since they will contain important information.

The offer will be made exclusively under the laws of the Federal Republic of Germany, specifically under the German Stock Corporation Act (Aktiengesetz), and certain provisions of the securities laws of the United States of America applicable to cross-border offers with a limited circle of shareholders whose place of residence, seat or place of habitual abode is in the United States of America. The public delisting tender offer shall not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the public delisting tender offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in TLG cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a tender offer shall not be made, directly or indirectly, in jurisdictions where doing so would constitute a violation of the laws of such jurisdiction.

To the extent permitted by applicable law and in accordance with German market practice, TLG or brokers acting on behalf of TLG may directly or indirectly acquire TLG shares or enter into agreements to this effect outside the public delisting tender offer before, during or after the acceptance period of the public delisting tender offer. This applies in the same way to other securities granting a direct conversion or exchange right into, or an option right to, TLG shares. These purchases may be made on the stock exchange at market prices or off the stock exchange in negotiated transactions. All information on these purchases will be published to the extent required under the laws of the Federal Republic of Germany or another relevant jurisdiction.

To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "will", expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of TLG. Such forward-looking statements are based on current plans, estimates and forecasts, which TLG has made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by TLG. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. TLG does not assume an obligation to update the forward-looking statements with respect to the actual development of incidents, basic conditions, assumptions or other factors.

Contact:
Armin Heidenreich
TLG IMMOBILIEN AG
General Counsel
Hausvogteiplatz 12
10117 Berlin
Phone: +49 30 2470 6343
E-Mail: armin.heidenreich@tlg.de