Frequently Asked Questions ("FAQ")

Transcription

1 Tender Offer for up to 13,129,831 shares as resolved by the management board with the consent of the supervisory board on September 11, 2014 ( Offer ) Frequently Asked Questions ("FAQ") We, TAG Immobilien AG ( TAG ), are providing these FAQ for your convenience. They highlight certain material information contained in the Offer Document, but they do not describe all of the details of the Offer to the same extent as described in the Offer Document. The Offer Document may be viewed at the website of the Company under the section "Share Buy-Back Offer". We urge you to read the entire Offer Document to understand the full details of the Share Buy-Back Offer. We have included references to the sections of the Offer Document where you will find a more complete discussion. Please note that words used in these FAQ that start with a capital letter have the same meaning as ascribed to them in the Offer Document. These FAQ have been prepared as of September 11, 2014 and do not reflect subsequent events and changes, if any. 1. Who is offering to purchase my TAG Shares? The issuer of the shares, TAG Immobilien AG, is offering to purchase the shares. See section 1.1 of the Offer Document. 2. What is TAG Immobilien AG offering to purchase? TAG is offering to purchase a maximum of 13,129,831 TAG Shares of not less than EUR 8.35 and not more than EUR 9.35 per TAG Share. See sections 1.1 and 3.2 of the Offer Document. 3. What is the purpose of the Offer? The rationale of the Management Board s decision to make this Offer can be summarized as follows: In a contract dated March 28, 2014, TAG sold 80% of its shares in TAG Gewerbeimmobilien GmbH to a fund initiated by Apollo Global Management, LLC resulting in a net cash inflow of EUR 70.3m, significantly increasing TAG s cash position to EUR 237.7m as per June 30, In addition, in line with its active portfolio management strategy, TAG is currently in negotiations regarding different opportunities for the disposal of individual properties or smaller portfolios from its residential Page 1 of 10

2 portfolio to take advantage of current market opportunities. As a result, TAG s cash position may further increase in the second half of the financial year. TAG believes, that its current cash position is not required for its growth strategy. The growth strategy of TAG is in part based on its abilities to make investments in real estate inventories with potential for development, synergies and earnings. Based on the increased interest in the German residential sector, it has proven increasingly difficult to make larger investments at conditions and price levels considered attractive by TAG. TAG will, however, continue with the targeted expansion of its residential real estate portfolio by future acquisitions, if opportunities arise that are in line with its portfolio strategy. TAG s reduced acquisition activity has resulted in a subdued share price performance over the past twelve months. The Management Board of the Company believes that the current share price does not accurately reflect, and has not accurately reflected for a while, the true value of the TAG Group. It is the opinion of the Management Board that a buy-back of TAG Shares in the form of the Offer can contribute to a more accurate evaluation of the Company on the stock market and allow shareholders the opportunity to realize a return on their TAG Shares without incurring broker's fees or commissions and possibly at a premium compared to the stock price at which TAG Shares currently trade. For larger shareholders it may allow them an opportunity to obtain liquidity with respect to all or a portion of their TAG Shares without depressing the stock price. In summary, the Management Board believes that the Offer is an efficient way of returning capital to shareholders and increasing long-term shareholder value. For the foregoing reasons, the Management Board believes that the Offer is in the interest of the Company and constitutes, generally speaking, an interesting opportunity for TAG Shareholders to divest of their TAG Shares. Each TAG Shareholder should, however, base the decision on the acceptance or rejection of the Offer on all relevant facts, taking into account his individual circumstances and his assessment of the future development of the value and of the stock market price of the TAG Shares. As a consequence, because the decision on the acceptance or rejection of the Offer depends on the personal and individual circumstances of each TAG Shareholder, the Management Board is not able to take a position on whether to recommend acceptance of the Offer. The Company is considering the cancellation of part of or all the shares acquired under the Offer based on the AGM-Authorization. The cancellation of the TAG Shares will result in a reduction of the share capital of the Company. The Company may, however, decide not to cancel all TAG Shares acquired under the Offer but to use some or all of these TAG Shares for other purposes. It should be noted that TAG Shares held by the Company but not cancelled do not count towards the effective free float of the Company and, as a result, the buy-back of TAG Shares by the Company whether cancelled or not will have the effect of increasing the relative percentage influence of shareholders who do not tender their TAG Shares. In addition, the trading volume in TAG Shares on the stock exchange could be reduced and hence a divestment by shareholders of their TAG Shares could become more difficult. See sections 6.2, 6.1 and 8 of the Offer Document. Page 2 of 10

3 4. Is the Offer subject to the provisions of the German Securities Acquisition and Takeover Act ("WpÜG") or to non-german rules aiming to protect investors? The Offer does not comply with the provisions of the WpÜG, the takeover laws of the Federal Republic of Germany or any other jurisdiction as there is no requirement to apply such laws. For TAG Shareholders resident or otherwise located in the United States: The Offer is being made for the securities of a non-us company and will be subject to the disclosure and procedural laws, standards and practices of the Federal Republic of Germany. The Offer will be made in compliance with the requirements of Regulation 14E promulgated under the Exchange Act and will benefit from certain accommodations available by reason of Rule 14d-1(d) promulgated under the Exchange Act. 5. Has the Offer been submitted to or reviewed by any public or governmental authorities? The Offer Document has not been submitted to BaFin for examination or review and BaFin has not approved the publication of the Offer Document. Furthermore, the Offer Document has not been disclosed to, filed with, reviewed or approved by the US Securities and Exchange Commission (SEC) or any other public authority or regulator outside the Federal Republic of Germany. 6. How many shares will TAG Immobilien AG purchase in the Offer? TAG is offering to purchase a maximum of 13,129,831 TAG Shares. See sections 1.1 and 3.2 of the Offer Document. If the Offer is oversubscribed, we will purchase all TAG Shares tendered at or below the Final Purchase Price on a pro rata basis. See section 5.5 of the Offer Document. The Offer as well as the agreements with the TAG Shareholders which will come into existence upon its acceptance are neither subject to any governmental approvals or authorizations nor are they conditioned on any minimum number of TAG Shares being tendered, but are subject to certain other conditions; see below question no What will the purchase price for the TAG Shares be and what will be the form of payment? All TAG Shares purchased by TAG under the Offer will be purchased at the same price per TAG Share, the so-called Final Purchase Price. We are conducting the Offer through a procedure commonly called a modified "Dutch auction". This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your TAG Shares (so-called "Price Determined by Shareholder Tender"). By such a Price Determined by Shareholder Tender you accept to sell the tendered TAG Shares at a Final Purchase Price that is equal to or higher than the price which you have chosen in the Tender. The Final Purchase Price Range is EUR 8.35 to EUR 9.35 per share. The price at which shares are tendered must be a multiple of EUR 0.05 per TAG Share so tendered. You can also elect to tender different numbers of TAG Shares at different prices. Page 3 of 10

4 The Final Purchase Price will be equal to the lowest purchase price within the specified range that will allow us to purchase 13,129,831 TAG Shares. We will purchase all TAG Shares at the Final Purchase Price, even if you have selected a purchase price lower than the Final Purchase Price, but we will not purchase any shares tendered at a price above the Final Purchase Price. Instead of such "Price Determined by Shareholder Tender" you can also choose to tender your shares by way of a "Price Determined by Offer Tender". In this case you agree that we buy your TAG Shares at the Final Purchase Price determined under the Offer. By making a Price Determined by Offer Tender, you are able to maximize the probability that we will purchase your tendered TAG Shares. Please note, however, that choosing this option may have the effect of lowering the Final Purchase Price and could result in the tendered TAG Shares being purchased by us at the Minimum Final Purchase Price. In the event that all TAG Shares tendered under the Offer are tendered by way of a Price Determined by Offer Tender, the Final Purchase Price will be equal to the Minimum Final Purchase Price. TAG Shareholders may also tender some of your TAG Shares as a Price Determined by Shareholder Tender and some of your TAG Shares as a Price Determined by Offer Tender. If we purchase your TAG Shares in the Offer, we will pay the Final Purchase Price for the TAG Shares to the account of the respective Custodian Bank at Clearstream, in each case concurrently (Zug-um-Zug) with the transfer to us of your TAG Shares. The payment of the Final Purchase Price will be made no earlier than on the fifth Banking Day and is expected to be made no later than on the tenth Banking Day after the expiration of the Acceptance Period. It is the responsibility of your Custodian Bank to credit the consideration to you. See sections 3.2, 3.3 and 5.6 of the Offer Document. 8. How have you determined the Final Purchase Price Range? The Final Purchase Price Range implements the provisions of the authorization granted on June 13, 2014 in the annual general meeting of the Company. See sections 6.1 and 7 of the Offer Document. 9. How is TAG going to finance the Offer In the event the Offer is fully subscribed, the aggregate purchase price payable by the Company for the TAG Shares will amount to between EUR 109,634, and EUR 122,763,919.85, respectively based on the Minimum Final Purchase Price and the Maximum Final Purchase Price. TAG expects that the ancillary costs of the Offer will amount to a maximum of approximately EUR 740, (based on the Maximum Final Purchase Price). TAG intends to finance the maximum aggregate costs of the Offer, i.e. the total of the aggregate purchase price payable and the ancillary costs of the Offer (both based on the Maximum Final Purchase Price), in the amount of approximately EUR 123,503, from cash on hand within the TAG Group. See section 6.5 of this Offer Document. 10. When can I tender my TAG Shares? You may tender your TAG Shares until the Acceptance Period expires. The Acceptance Period starts on Monday, September [15], 2014, upon publication of the Offer Document in the Federal Gazette (Bundesanzeiger) and expires on Tuesday, October [14], 2014, midnight (CEST), unless we extend the Offer. We may choose to extend the Acceptance Period one or more times in our sole discretion Page 4 of 10

5 by not less than five (5) Banking Days in the individual case. Should we decide to extend the Acceptance Period, such decision has to be published in accordance with the Offer Document prior to the expiration of the period of acceptance. Furthermore, should we elect to amend the Offer (see also question no. 11) and publish such amendment within the last eleven (11) Banking Days of the Acceptance Period, the Acceptance Period is automatically extended so that the Acceptance Period remains in any case open for eleven (11) Banking Days following the publication of such amendment. Moreover, a waiver of certain Offer Conditions may result in an extension of the Acceptance Period, see below question no. 13. In the aggregate all extensions of the Acceptance Period must not exceed twenty (20) Banking Days. As a result, the Acceptance Period will end at the latest on Friday, November [11], 2014, midnight (CET). See sections 3.4 and 3.5 of the Offer Document. 11. Can the Offer be extended, amended or terminated, and if so, under what circumstances? We can extend or otherwise amend the Offer one or more times, but we have no right to terminate the Offer. For an extension of the Offer see question no. 10. Please note, however, that the Offer is subject to certain conditions; see nos. 13 and 14 below. The Company reserves the right to amend the Offer one or more times to the extent an amendment is reasonable and in the opinion of the Management Board in the interest of the Company. All amendments must be in conformity with the AGM-Authorization. See sections 3.5 and 6.1 of the Offer Document. In particular, amendments can be made with respect to the Final Purchase Price Range and the Acceptance Period and may also include the waiver of any Offer Conditions. See sections 3.5 and 4.2 of the Offer Document. With regard to the Final Purchase Price Range, the Company is entitled to increase (but not to reduce) the Maximum Final Purchase Price and/or the Minimum Final Purchase Price. See section 3.2 lit. a of the Offer Document. 12. How will I be notified if you extend the Offer or amend the terms of the Offer? We will announce any amendment of the Offer prior to the expiration of the Acceptance Period on our website at under the "Investor Relations" section, sub-section "Share Buy-Back Offer". Any amendment will also be published in the Federal Gazette (Bundesanzeiger). Amendments will become effective upon publication on the website of the Company at in the "Investor Relations" section, sub-section "Share Buy-Back Offer" if publication in the Federal Gazette (Bundesanzeiger) is made without undue delay after the publication on TAG s website. The publication of one or several amendments of the Offer within the last eleven (11) Banking Days prior to expiration of the Acceptance Period automatically triggers an extension of the Acceptance Period so that it remains in any case open for eleven (11) Banking Days following the publication of such amendment and only results in a valid amendment of the Offer, if the Automatic Extension triggered thereby together with any prior Automatic Extensions and any extension pursuant to section 3.4 of the Offer Document does not exceed in the aggregate more than twenty (20) Banking Days. For more detailed information see sections 3.4, 3.5, 4.2 and 10 of the Offer Document. 13. Are there any conditions to the Offer? Yes. The consummation of the Offer is subject to the satisfaction of a number of conditions: Page 5 of 10

6 First Compliance Condition. As of the end of the day immediately preceding the First Settlement Date, no ruling, temporary restraining order, preliminary or permanent injunction or other order issued by a court or other governmental entity of competent jurisdiction has been notified to the Company and remains outstanding which has the effect of making the Offer, or agreements which will come into existence upon its acceptance, illegal, void or otherwise prohibit their consummation. Second Compliance Condition. The consummation of the Offer does not violate, or the agreements which will come into existence upon its acceptance do not violate, as of the end of the day immediately preceding the First Settlement Date, any law, rule or regulation applicable to the Company, in particular, the Company would be in a position to set up a provision for own shares in the amount required under German law in order to purchase and acquire the TAG Shares hereunder. Trading Condition. Until the end of the day immediately preceding the First Settlement Date, no general suspension of trading in securities on any regulated market in Germany has been ordered. MAC Condition. Until the end of the day immediately preceding the First Settlement Date, the volume weighted average price of TAG Shares on the electronic trading system XETRA of the Frankfurt Stock Exchange on any three (3) consecutive trading days since the start of the Acceptance Period is not less than EUR The Company may waive any or all of the Offer Conditions as set forth in section 4.2 of the Offer Document. Any waiver will be published promptly, in any event within three (3) Banking Days under the Investor relations section, sub-section "Share Buy-Back Offer" on our website at and in the Federal Gazette (Bundesanzeiger). A waiver of a Compliance Condition or the Trading Condition which is published prior to the expiration of the Acceptance Period is deemed to constitute an amendment of the Offer and thus can trigger an extension of the Acceptance Period (also see questions no. 11 and no. 10 above). If such waiver is published after the expiration of the Acceptance Period or if a waiver concerns the MAC Condition, this does not constitute an amendment of the Offer and so does not trigger an extension of the Offer Period. See section 4.2 of the Offer Document as to what happens should circumstances occur on or after the First Settlement Date and prior to the settlement of the Offer which would have resulted in the nonsatisfaction of a Compliance Condition had they existed at the end of the day immediately preceding the First Settlement Date. For a more detailed discussion of these Offer Conditions and other conditions to the Offer, please see sections 4 and 5.4 of the Offer Document. 14. What happens if the Offer Conditions set forth in section 4.1 of the Offer Document do not occur? If not all of the Offer Conditions are satisfied or are deemed to have been satisfied due to a waiver by the Company, the Offer will not be consummated, and the Company will not be obligated to acquire TAG Shares tendered for sale and to pay the Final Purchase Price. Page 6 of 10

7 In this case, the agreements entered into by accepting the Offer will not become effective and title to the TAG Shares tendered for sale will not transfer to the Company. Instead, the Custodian Banks will arrange for re-booking of the relevant TAG Shares tendered for sale into ISIN DE (WKN ) without undue delay. The settlement agent will instruct Clearstream to effect such re-booking within two (2) Banking Days after publication pursuant to section 4.4 of the Offer Document that not all of the Offer Conditions have been satisfied. See section 5.8 of the Offer Document. 15. How do I tender my TAG Shares? If you want to tender all or part of your TAG Shares, you must accept this Offer by giving a written Acceptance Notice to your Custodian Bank, including a Price Determined by Shareholder Tender or a Price Determined by Offer Tender each as defined in section 3.2 lit. a of the Offer Document prior to the expiration of the Acceptance Period, i.e., before Tuesday, October [14], 2014, midnight (CEST), or any later time and date to which the Offer may be extended. For the determination of whether or not the Acceptance Notice has been made in time, the receipt of the Acceptance Notice by the Custodian Bank will be decisive. In addition, an Acceptance Notice shall only become effective upon re-booking in due time of the tendered TAG Shares into ISIN DE000A12UQS6 (WKN A12 UQS) at Clearstream Banking AG, Frankfurt am Main. The re-booking is the responsibility of, and has to be arranged for by your Custodian Bank following receipt of the Acceptance Notice. The re-booking of the TAG Shares tendered into ISIN DE000A12UQS6 (WKN A12 UQS) will be deemed to have been made in due time if it has been effected at the latest by 6:00 p.m. local time in Frankfurt am Main, Germany, on the second Banking Day after expiration of the Acceptance Period. The Company does not assume any responsibility for the actions of the Custodian Banks in connection with TAG Shareholders accepting the Offer. In particular, the Company may not be held liable should any Custodian Bank fail to duly and timely notify the Settlement Agent of any TAG Shareholder accepting the Offer or to duly and timely book tendered TAG Shares into ISIN DE000A12UQS6 (WKN A12 UQS). By giving the Acceptance Notice, you accept the Offer for the number of TAG Shares specified in your Acceptance Notice. Simultaneously, you make the declarations, instructions, orders and authorizations set out in section 5.3 of the Offer Document. See sections 5.2 and 5.3 of the Offer Document. 16. May I also accept the Offer outside the Federal Republic of Germany? The Offer can be accepted by all German or foreign TAG Shareholders upon the terms and subject to the conditions of the Offer Document and all applicable laws. However, accepting the Offer outside of the Federal Republic of Germany and of the United States may be subject to further restrictions or additional requirements. The Company does not assume any responsibility that the acceptance of the Offer outside of the Federal Republic of Germany and of the United States is permissible under the legal provisions applicable in each particular case. See section 1.5 of the Offer Document. Page 7 of 10

8 17. Once I have tendered TAG Shares in the Offer, may I rescind my acceptance of the Offer? Yes. You may rescind your acceptance of the Offer by written notice to your Custodian Bank until the expiration of the Acceptance Period, i.e., until Tuesday, October [14], 2014, midnight (CEST), or any later time and date to which the Offer may be extended. The rescission notice will not become effective until your TAG Shares tendered for sale have been rebooked by your Custodian Bank into ISIN DE (WKN ) at Clearstream in due time. The re-booking is the responsibility of, and has to be arranged for by, your Custodian Bank. Rebooking of the TAG Shares is deemed to have been made in due time if it is effected at the latest by 6:00 p.m. (local time Frankfurt am Main, Germany) on the second Banking Day after the expiration of the Acceptance Period. See section 5.10 of the Offer Document. 18. Will you purchase all TAG Shares tendered at or below the Final Purchase Price? The Offer is limited to the acquisition of a maximum of 13,129,831 TAG Shares. In the event the total number of TAG Shares which is validly tendered at a price equal to, or lower than, the Final Purchase Price exceeds the number of shares equal to the Targeted Repurchase, the Acceptance Notices will be accounted for on a pro rata basis. Therefore, it is possible that we will not purchase all of the TAG Shares that you tender, even if you tender them at or below the Final Purchase Price. See section 5.5 of the Offer Document. 19. What happens if I tender my TAG Shares above the Final Purchase Price? All TAG Shares tendered at prices higher than the Final Purchase Price will not be purchased and the Company will not be obligated to acquire and to pay the Final Purchase Price for the TAG Shares so tendered. With respect to these shares, the agreements entered into by accepting the Offer will not become effective and title to shares will not transfer to the Company. Instead, the Custodian Banks will arrange for re-booking of shares into ISIN DE (WKN ) without undue delay. Such re-booking will be effected within presumably five (5) Banking Days after the expiration of the Acceptance Period respectively. See section 5.9 of the Offer Document. 20. What does the Management Board think of the Offer? Our Management Board has approved the Offer. However, neither we nor any member of our Management Board makes any recommendation to you as to whether you should tender or refrain from tendering your TAG Shares or as to the purchase price or purchase prices at which you may choose to tender your TAG Shares. You must make your own decision as to whether to tender your shares and, if so, how many TAG Shares to tender and the purchase price or purchase prices at which you will tender them. In doing so, you should read carefully the information in the Offer Document, including our reasons for making the Offer. See sections 6.2 and 6.3 of the Offer Document. You should discuss whether to tender your TAG Shares with your financial, tax and legal advisors. Page 8 of 10

9 21. When did you publish your decision to make the Offer? We published our decision to make the Offer on September 11, 2014, in an ad hoc disclosure pursuant to section 15 of the German Securities Trading Act (Wertpapierhandelsgesetz). The ad hoc disclosure is available under the "Investor Relations", sub-section section "News Ad hoc announcements" on the website of the Company at See section 1.2 of the Offer Document. 22. Will members of the Management Board tender TAG Shares in the Offer? To the extent members of the Management Board are holding TAG Shares they will not accept the Offer and will not tender their TAG Shares. 23. May I trade my TAG Shares at the stock exchange or transfer them to another deposit bank after having tendered them for sale? TAG Shares tendered for sale cannot be traded on the regulated market (regulierter Markt) (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) or any other organized or regulated market or be transferred to another deposit bank from the time they are booked into ISIN DE000A12UQS6 (WKN A12 UQS) at Clearstream onwards and for as long as they are not re-booked into ISIN DE (WKN ) in accordance with the Offer Document. As a consequence, trading in, or the sale of, tendered TAG Shares through a stock exchange or transferring them to another deposit bank is, in principle, excluded. Shareholders who wish to transfer their tendered shares other than under the Offer, therefore, need to rescind their acceptance of the Offer. See section 5.7 of the Offer Document. TAG Shares not tendered for sale may still be traded on the stock exchange under ISIN DE (WKN ). 24. When and how will you pay me for the TAG Shares I tender? Subject to proration as set forth in section 5.5 of the Offer Document, we will purchase all TAG Shares tendered at prices equal to or less than the Final Purchase Price. We will pay the Final Purchase Price to the account of your Custodian Bank at Clearstream, in each case concurrently (Zugum-Zug) with the transfer of your TAG Shares to us. The payment of the Final Purchase Price will be made no earlier than on the fifth Banking Day and is expected to be made no later than on the tenth Banking Day after the expiration of the Acceptance Period. It is the responsibility of your Custodian Bank to credit the consideration to you. See section 5.6 of the Offer Document and, for the relief from United States requirements pertaining to prompt payment, section 1.1 of the Offer Document. 25. What is the recent market price of my TAG Shares? On September 10, 2014, the last trading day before the publication of the announcement of the Offer, the closing price on XETRA for the TAG Shares was EUR 8,771 per share. You are urged to obtain current market quotations for the TAG Shares before deciding whether and at what purchase price or purchase prices to tender your TAG Shares. Page 9 of 10

10 26. Will I incur costs by tendering my TAG Shares? The acceptance of the Offer by TAG Shareholders who tender their TAG Shares via a Custodian Bank having its corporate seat in the Federal Republic of Germany is free of charge and expenses for TAG Shareholders, with the exception of any costs for the submission of the Acceptance Notice to the Custodian Bank. Costs and fees imposed by Custodian Banks subject to any laws other than the laws of Germany are to be borne by the relevant TAG Shareholders accepting the Offer. The same applies to foreign stock exchange turnover taxes, stamp duties or similar foreign taxes and levies which may arise as a result of the acceptance of the Offer. See section 5.11 of the Offer Document. 27. Who should I contact with questions about the Offer? The Information Agents can help answer your questions. The Information Agents are Kempen & Co. N.V. and Close Brothers Seydler Bank AG. Their respective contact information is set forth in section 5.1 of the Offer Document. In addition, you are welcome to contact the TAG Investor Relations team. Their details are as follows: Dominique Mann Head of Investor Relations Natalie Nendel Investor & Public Relations TAG Immobilien AG Steckelhörn Hamburg Germany TAG Immobilien AG Steckelhörn Hamburg Germany Phone: +49 (0) Fax: +49 (0) ir@tag-ag.com Phone: +49 (0) Fax: +49 (0) natalie.nendel@tag-ag.com Page 10 of 10