alstria office REIT-AG / DE000A0LD2U1

Ad hoc Notification pursuant to Article 17 MAR   NOT FOR RELEASE, PUBLICATION OR 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 SUCH RELEASE, PUBLISH OR DISTRIBUTE IS UNLAWFUL.   alstria intends to issue a corporate bond with a nominal value of EUR 500,000,000 and announces invitation to tender for purchase existing corporate bonds alstria office REIT-AG intends to issue a corporate bond with a nominal value of EUR 500,000,000 Invitation to holders of existing corporate bonds (ISIN: XS2053346297, XS2191013171 and XS1717584913) to offer their bonds to alstria office REIT-AG subject to the successful issuance of the new corporate bond Hamburg, March 10, 2025 –The management board of alstria office REIT-AG (Symbol: AOX, ISIN: DE000A0LD2U1 (shares), ISIN: XS2053346297 (Bond 2025), ISIN: XS2191013171 (Bond 2026), ISIN: XS1717584913 (Bond 2027)) resolved on March 10, 2025 its intention to issue an unsecured, fixed rate corporate bond with a nominal amount of EUR 500,000,000 (the “New Notes”). The New Notes will have a maturity of approx. 6 years with a denomination of EUR 100,000. The final conditions of the New Notes, in particular the interest rate and the issue price will be fixed following the conclusion of the bookbuilding. The proceeds from the issuance of the New Notes will be used to refinance existing debt and for general corporate purposes. alstria office REIT-AG expects a rating of ‘BB+’ from Standard & Poor’s for the New Notes. The New Notes will be admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange. The identification numbers for the New Notes are: ISIN: XS3025437982, Common Code: 302543798. In addition, alstria office REIT-AG invites holders of its existing EUR 400,000,000 0.5% Notes due 2025 with an outstanding amount of EUR 335,200,000 (the “2025 Notes”, ISIN: XS2053346297), EUR 350,000,000 1.5% Notes due 2026 with an outstanding amount of EUR 334,100,000 (the “2026 Notes”, ISIN: XS2191013171) and EUR 350,000,000 1.5% Notes due 2027 with an outstanding amount of EUR 311,400,000 (the “2027 Notes”, ISIN: XS1717584913; together with the 2025 Notes and the 2026 Notes, the “Notes”) to tender such Notes for purchase by alstria office REIT-AG for cash on the terms and subject to the conditions set forth in the tender offer memorandum dated March 10, 2025 (the “Tender Offer Memorandum”), in particular subject to the successful completion of the issuance of the New Notes. alstria office REIT-AG currently intends to accept for purchase Notes up to an aggregate nominal amount equal to the aggregate principal amount of the New Notes. However, alstria office REIT-AG reserves the right, in its sole discretion, to increase or decrease this amount. alstria office REIT-AG will pay (for Notes accepted for purchase by it) a purchase price of 99.000% for the 2025 Notes, of 97.875% for the 2026 Notes and of 94.000% for the 2027 Notes, as described in the Tender Offer Memorandum. alstria office REIT-AG will also pay accrued interest in respect of the Notes accepted for purchase pursuant as set forth in the Tender Offer Memorandum. The invitation period commences on March 10, 2025 and will expire on March 18, 2025 at 5.00 pm CET, unless extended or earlier terminated by alstria office REIT-AG. The final results will be announced as soon as reasonably practicable thereafter. The Tender Offer Memorandum is available via the Tender Agent (Kroll Issuer Services Limited).   Contact: Ralf Dibbern
Head of Finance, Controlling & Reporting
Steinstr. 7
20095 Hamburg
+49 (0) 40 226 341-329
rdibbern@alstria.de   Further information:
www.alstria.de
www.beehive.work
www.linkedin.com/company/alstria-office-reit-ag     About alstria alstria office REIT-AG is the leading real-estate operator focusing solely on German office property in selected German markets. Our strategy is based on the ownership and an active management of our properties throughout their entire life cycle, strong added-value services to our customers and deep knowledge of the markets in which we operate. alstria strives for sustainable long-term value creation while taking advantage of short-term arbitrage of inefficiencies in the real estate markets.
Disclaimer
This notice constitutes neither an offer to sell nor a solicitation of an offer to buy any securities. This notice and the Tender Offer Memorandum do not constitute an invitation to participate in the offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The release, publication or distribution of this notice and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this notice and the Tender Offer Memorandum come are required by each of alstria office REIT-AG, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. The offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered for purchase pursuant to the offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the United States Securities Act of 1933, as amended (the "Securities Act"). Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes for purchase pursuant to the offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes for purchase made by, or by any person acting for the account or benefit of a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. This notice and the documents referred to herein are not an offer to buy or sell, or a solicitation of an offer to sell or buy, any Notes or other securities in the United States. Nothing in this notice constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons. As far as this press release contains forward-looking statements with respect to the business, financial condition and results of operations of alstria office REIT-AG (alstria), these statements are based on current expectations or beliefs of alstria’s management. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or performance of the Company to differ materially from those reflected in such forward-looking statements. Apart from other factors not mentioned here, differences could occur as a result of changes in the overall economic situation and the competitive environment – especially in the core business segments and markets of alstria. Also, the development of the financial markets and changes in national as well as international provisions particularly in the field of tax legislation and financial reporting standards could have an effect. Terrorist attacks and their consequences could increase the likelihood and the extent of differences. alstria undertakes no obligation to publicly release any revisions or updates to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.