NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE
|Consus Real Estate AG plans to sell up to 39.9m new shares to fund growth and increase strategic flexibility
– CONSUS is a leading residential real estate developer with focus on Germany’s top 9 cities and a strong development portfolio of 49 projects with a GDV of EUR 5.3 billion.
– In addition, management has identified a list of targets with a GDV of EUR 4.8 billion.
– CONSUS intends to increase its capital through the issuance of up to 39.9 million new shares and to substantially increase its free float.
– 68.6% shareholder Aggregate Deutschland S.A. intends to waive all of its subscription rights for the new shares to be issued. These new shares will be offered for sale in a private placement. The offer price per new share for the private placement as well as the subscription price will be determined based on the outcome of a bookbuilding procedure for the private placement. The offer price and the subscription price will be identical. Consequently, allocations to investors participating in the private placement will be subject to a claw-back of up to approx. 30%.
– CONSUS intends to primarily use the net proceeds of the offering to fund additional pipeline growth of its development business and to enhance strategic flexibility.
Berlin, June 15, 2018. Consus Real Estate AG (“CONSUS”), a leading residential real estate developer with a focus on Germany’s top 9 cities, intends to increase its share capital by offering up to 39.9 million shares to be issued against cash contributions from its authorized capital with subscription rights to existing shareholders and with full dividend rights as of January 1, 2017. Based on the closing price of the share on XETRA on June 14, 2018, the gross proceeds of the offering would amount to approximately EUR 300 million.
CONSUS’ major shareholder Aggregate Deutschland S.A., which holds 68.6% of the shares in CONSUS, intends to waive all of its subscription rights. These new shares will be offered for sale in a private placement to institutional investors. The offer price per new share for the private placement as well as the subscription price will be determined based on the outcome of a bookbuilding procedure for the private placement. The offer price and the subscription price will be identical. Allocations will be subject to a claw-back of up to approx. 30%.
The private placement of up to 39.9 million shares to institutional investors and the subscription period are expected to commence following approval and publication of the prospectus. The new shares are intended to be included in the m:access segment of the open market (Freiverkehr) of the Munich Stock Exchange (Börse München) and in the Scale segment of the open market (Freiverkehr) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse).
Andreas Steyer, the CEO of CONSUS, has committed to support the offering with an order of EUR 2 million.
CONSUS intends to primarily use the net proceeds from the offering to fund additional pipeline growth of its development business and to enhance its strategic flexibility. This includes (i) further acquisitions of additional development projects, and (ii) selected add-on corporate acquisitions. Secondarily, the Company intends to repay either corporate debt or higher yielding debt related to the previous acquisitions of development projects and to deleverage organically through its forward-sales business model.
CONSUS is targeting a run-rate EBIT (pre-PPA) of approx. EUR 300 million in the medium term with a 20% realized EBIT pre-PPA margin for its existing and fully funded development portfolio. The run-rate return of capital employed (ROCE) for the development business is targeted at around 30%. CONSUS further targets a run-rate net leverage (net debt/EBIT pre-PPA) of approx. 3.0x and has demonstrated a strong deleveraging momentum with the recently announced Q1 2018 interim financial statements.
Deutsche Bank, J.P. Morgan and UBS are acting as Joint Global Coordinators and Joint Bookrunners, with Baader Bank acting as Joint Lead Manager.
Consus Real Estate AG
Consus Real Estate AG (“CONSUS”), based in Berlin, Germany, through its subsidiary CG Gruppe, is the leading developers of residential real estate properties in the country’s top 9 cities. CONSUS focuses on and has a strong track record of institutional forward sales, digitalization and industrial mass production along the entire development value chain. The stock of Consus Real Estate AG is listed on the m: access segment of the open market (Freiverkehr) of the Munich Stock Exchange (Börse München), and is traded via XETRA in Frankfurt.
These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of Consus Real Estate AG (“CONSUS”) in the United States, Australia, Canada or any other jurisdiction in which such offer or solicitation is unlawful. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.
The Securities of CONSUS may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities of CONSUS have not been, and will not be, registered under the Securities Act. There will be no public offering of the securities in the United States. Any sale in the United States of the Securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in, and in reliance on, Rule 144A under the Securities Act.
This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of CONSUS should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)) and will be available free of charge from Consus Real Estate AG, Kurfürstendamm 188-189, 10707 Berlin, Germany, or on the website of CONSUS.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) through (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.