Aroundtown : Press release

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

16 July 2024

Aroundtown SA announces the non-binding indicative results of its offers to the holders of EUR 700,000,000 1.00 per cent. Notes due 2025 (ISIN: XS1715306012) issued by Aroundtown SA, EUR 800,000,000 0.625 per cent. Notes due 2025 (ISIN: XS2023872174) issued by Aroundtown SA, EUR 500,000,000 1.875 per cent. Notes due 2026 (ISIN: XS1649193403) issued by ATF Netherlands B.V. and EUR 600,000,000 1.500 per cent. Notes due 2026 (ISIN: XS1843435501) issued by Aroundtown SA and originally issued by TLG IMMOBILIEN AG, to tender such Notes for purchase for cash

Further to its announcement on 8 July 2024, Aroundtown SA (the "Company") hereby announces the non-binding indicative results of its offers to the holders of (i) €700,000,000 1.00% Notes due 2025 with an outstanding principal amount of €478,900,000 (ISIN: XS1715306012) issued by the Company (the "January 2025 Notes") to tender the January 2025 Notes for purchase by the Company for cash (the "Fixed Price Offer"), (ii) €800,000,000 0.625% Notes due 2025 with an outstanding principal amount of €603,800,000 (ISIN: XS2023872174) issued by the Company (the "July 2025 Notes") to tender the July 2025 Notes for purchase by the Company for cash (the "July 2025 Notes Offer"), (iii) €500,000,000 1.875% Notes due 2026 with an outstanding principal amount of €206,900,000 (ISIN: XS1649193403) issued by ATF Netherlands B.V. (the "January 2026 Notes") to tender the January 2026 Notes for purchase by the Company for cash (the "January 2026 Notes Offer") and (iv) €600,000,000 1.500% Notes due 2026 with an outstanding principal amount of €519,500,000 (ISIN: XS1843435501) issued by the Company and originally issued by TLG IMMOBILIEN AG (the "May 2026 Notes" and, together with the January 2025 Notes, the July 2025 Notes and the January 2026 Notes, the "Notes") to tender the May 2026 Notes for purchase by the Company for cash (the "May 2026 Notes Offer" and, together with the July 2025 Notes Offer and the January 2026 Notes Offer, the "Modified Dutch Auction Offers" and, together with the Fixed Price Offer, the "Offers", each an "Offer").

The Offers were announced on 8 July 2024 and were made subject to the terms and conditions set out in the tender offer memorandum dated 8 July 2024 (the "Tender Offer Memorandum") prepared by the Company, including the New Financing Condition.

The Company confirms the successful completion of the issue of the New Notes and, therefore, the satisfaction of the New Financing Condition.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Pricing in respect of the Modified Dutch Auction Offers will take place at or around 11:00 a.m. (CEST) (the "Pricing Time") on 16 July 2024 (the "Pricing Date") (subject to the right of the Company to extend, re-open, amend and/or terminate any Offer). As soon as reasonably practicable after the Pricing Time on the Pricing Date, the Company will announce (i) whether it will accept (subject to the conditions described in the Tender Offer Memorandum) valid tenders of Notes pursuant to the Offers and, if so accepted, (ii) the Total Amount Payable (as defined and further described in the Tender Offer Memorandum), (iii) the amount of January 2025 Notes accepted for purchase in the Fixed Price Offer, and for each Modified Dutch Auction Series, (iv) the Series Acceptance Amount, (v) the Benchmark Rate (as defined and further described in the Tender Offer Memorandum), (vi) the Clearing Spread (if any), (vii) the Purchase Yield, (viii) the Purchase Price and (ix) any Scaling Factor, if applicable.

Announcement of Indicative Results

Subject to the conditions described in the Tender Offer Memorandum, the Company intends to accept valid tenders of Notes pursuant to the Offers.

January 2025 Notes

In the event that the Company decides to accept valid tenders of the January 2025 Notes pursuant to the Offers, the Company expects to accept all €212,600,000 in aggregate principal amount of the January 2025 Notes which have been validly tendered.

July 2025 Notes

In the event that the Company decides to accept valid tenders of the July 2025 Notes pursuant to the Offers, the Company expects to accept all €85,600,000 in aggregate principal amount of the July 2025 Notes which have been validly tendered at the July 2025 Notes Maximum Offer Spread.

Holders of the July 2025 Notes should note that this is a non-binding indication of the level at which the Company expects to set the Series Acceptance Amount in respect of the July 2025 Notes.

The July 2025 Notes Clearing Spread is expected to be equal to the July 2025 Notes Maximum Offer Spread.

January 2026 Notes

In the event that the Company decides to accept valid tenders of the January 2026 Notes pursuant to the Offers, the Company expects to accept all €15,400,000 in aggregate principal amount of the January 2026 Notes which have been validly tendered at the January 2026 Notes Maximum Offer Spread.

Holders of the January 2026 Notes should note that this is a non-binding indication of the level at which the Company expects to set the Series Acceptance Amount in respect of the January 2026 Notes.

The January 2026 Notes Clearing Spread is expected to be equal to the January 2026 Notes Maximum Offer Spread.

May 2026 Notes

In the event that the Company decides to accept valid tenders of the May 2026 Notes pursuant to the Offers, the Company expects to accept all €30,300,000 in aggregate principal amount of the May 2026 Notes which have been validly tendered at the May 2026 Notes Maximum Offer Spread.

Holders of the May 2026 Notes should note that this is a non-binding indication of the level at which the Company expects to set the Series Acceptance Amount in respect of the May 2026 Notes.

The May 2026 Notes Clearing Spread is expected to be equal to the May 2026 Notes Maximum Offer Spread.

Final Results and Settlement

The final results of the Offers will be announced as soon as reasonably practicable after the Pricing Time on the Pricing Date.

The Settlement Date for the Offers is expected to be 18 July 2024.

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Until the Company announces the final aggregate principal amount of each series of Notes accepted for purchase, no assurance can be given that any Notes validly tendered for purchase pursuant to the Offers will be accepted.

It is the Company's current intention that the remaining proceeds from the successful recent issuance of New Notes will be earmarked to repay upcoming debt maturities, including, but not limited to, the outstanding amount of the January 2025 Notes (expected to be €266.3m aggregate principal amount outstanding after the Offers). When combined with the indicative aggregate principal amount expected to be accepted via the Offers, this will represent approx. €610m in aggregate principal amount.

General

The complete terms and conditions of the Offers are set forth in the Tender Offer Memorandum.

Notes that are not successfully tendered for purchase pursuant to the relevant Offer will remain outstanding.

THE DEALER MANAGERS

CITIGROUP GLOBAL MARKETS LIMITED

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Attention:	Liability Management Group
Telephone:	[phone]
Email:	[e-mail]

GOLDMAN SACHS INTERNATIONAL

Plumtree Court

25 Shoe Lane

London EC4A 4AU

United Kingdom

Attention:	Liability Management Group
Telephone:	[phone]
Email:	[e-mail]

THE TENDER AGENT

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: [phone]

Attention: Jacek Kusion

Email:[e-mail]

Tender Offer Website: https://deals.is.kroll.com/aroundtown

This announcement is made by the Company:

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Aroundtown SA

(Société Anonyme)

37, Boulevard Joseph II

L-1840 Luxembourg

Grand Duchy of Luxembourg

R.C.S. Luxembourg B217868

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. None of the Dealer Managers, the Tender Agent and the Company makes any recommendation as to whether Noteholders should tender Notes for purchase pursuant to the Offers.

None of the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, the Notes or the Offers contained in this announcement or in the Tender Offer Memorandum. None of the Company, the Dealer Managers, the Tender Agent, or any director, officer, employee, agent or affiliate of any such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers, and accordingly none of the Company, the Dealer Managers, the Tender Agent, or any director, officer, employee, agent or affiliate of any such person, makes any recommendation as to whether Noteholders should tender Notes in the Offers. None of the Dealer Managers, the Tender Agent nor any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company or the Notes which is material in the context of the Offers and which is not otherwise publicly available.

Offer and distribution restrictions

Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions is restricted by law. Persons into whose possession this announcement or the Offers come are required by the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

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