DGAP-Adhoc: alstria office REIT-AG launches convertible bond offering

alstria office REIT-AG / Key word(s): Issue of Debt

07.06.2013 07:35

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

---------------------------------------------------------------------------

Ad-hoc announcement §15 WpHG

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES
OF AMERICA, ITALY, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY
JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED
BY APPLICABLE LAW

This announcement is an advertisement and not a prospectus and not an offer
of securities for sale to U.S. persons or in any jurisdiction, including in
or into the United States, Italy, Canada, Japan, South Africa or Australia
or any jurisdiction in which offers or sales of the securities would be
prohibited by applicable law. Neither this announcement nor anything
contained herein shall form the basis of, or be relied upon in connection
with, any offer or commitment whatsoever in any jurisdiction.

alstria office REIT-AG launches convertible bond offering

Hamburg, June 7, 2013 - The Management Board of alstria office REIT-AG
('alstria' or 'the Company'), with the consent of its Supervisory Board,
has resolved to issue senior, unsecured convertible bonds convertible into
new and/or existing shares of the Company ('the Bonds'). The pre-emptive
rights of shareholders of alstria to subscribe for the Bonds are excluded.
The Bonds (each with denomination of EUR 100,000) will be offered in an
accelerated bookbuilding only to institutional investors outside the US,
Italy, Canada, Japan, Australia, South Africa or any other jurisdiction in
which offers or sales of the securities would be prohibited by applicable
law.

Bonds with a total placement volume of approximately EUR 80 million and
convertible into up to 7.89 million no-par value ordinary bearer shares of
alstria, representing approximately 9.99% of the current outstanding shares
(subject to any adjustment of the conversion ratio pursuant to the terms
and conditions of the Bonds), are to be placed.

The Bonds will have a maturity of five years. The Bonds will be issued and
redeemed at 100% of their principal amount with a coupon between 2.5% -
3.0% p. a., payable quarterly in arrears. The initial conversion price will
be set at a conversion premium of 12.5% - 17.5% above the reference share
price, being the volume weighted average price of the shares on XETRA from
market open to the close of trading on June 7, 2013. Pricing for the
convertible bonds is expected to take place today with settlement on or
around June 14, 2013.

In the case of the exercise of their conversion right, bondholders may
receive an amount in cash and an amount payable in new and/ or existing
shares of alstria. In any case alstria has the option to deliver new and/or
existing shares only.

The Company intends to apply for the inclusion of the Bonds to trading on
the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. However,
settlement and closing of the Bond Offering is not conditional upon
obtaining such inclusion to trading.

The Company intends to use the proceeds of the offering for refinancing of
existing debt and general corporate purposes. The convertible issue will
improve the current maturity profile and contribute to the Company's
prudent balance sheet management policy with a net LTV of 46.8% as of March
2013.

alstria will commit to a 90-day lock-up, subject to certain exceptions.

BofA Merrill Lynch and J.P. Morgan are acting as Joint Bookrunners and
UniCredit Bank AG is acting as Co-Bookrunner in relation to the
transaction.

Disclaimer:

The contents of this announcement, which have been prepared by and are the
sole responsibility of alstria office REIT-AG, have been approved by
Merrill Lynch International, 2 King Edward Street, London EC1A 1HQ and J.P.
Morgan Securities plc, 25 Bank Street, Canary Wharf, London E 14 5JP,
United Kingdom solely for the purposes of section 21(2)(b) of the Financial
Services and Markets Act 2000. The information contained in this
announcement is for background purposes only and does not purport to be
full or complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or completeness.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons
into whose possession any document or other information referred to herein
comes should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy, shares or convertible bonds to any person
in the United States, Italy, Australia, Canada, South Africa or Japan or in
any jurisdiction to whom or in which such offer or solicitation is
unlawful. The convertible bonds referred to herein and the shares to be
delivered on conversion may not be offered or sold in the United States
unless registered under the US Securities Act of 1933 (the 'Securities
Act') or offered in a transaction exempt from, or not subject to, the
registration requirements of the Securities Act. The offer and sale of the
convertible bonds referred to herein and the shares to be delivered on
conversion have not been and will not be registered under the Securities
Act or under the applicable securities laws of Italy, Australia, Canada,
South Africa or Japan. Subject to certain exceptions, the convertible
bonds referred to herein and the shares to be delivered on conversion may
not be offered or sold in Italy, Australia, Canada, South Africa or Japan
or to, or for the account or benefit of, any national, resident or citizen
of Italy, Australia, Canada, South Africa or Japan. There will be no
public offer of the convertible bonds or the shares to be delivered on
conversion in the United States, Italy, Australia, Canada, South Africa or
Japan.

This announcement may include statements that are, or may be deemed to be,
'forward-looking statements'. These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
'believes', 'estimates', 'plans', 'projects', 'anticipates', 'expects',
'intends', 'may', 'will' or 'should' or, in each case, their negative or
other variations or comparable terminology, or by discussions of strategy,
plans, objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results. Any
forward-looking statements reflect the Company's current view with respect
to future events and are subject to risks relating to future events and
other risks, uncertainties and assumptions relating to the Group's
business, results of operations, financial position, liquidity, prospects,
growth or strategies. Forward-looking statements speak only as of the date
they are made.

Each of alstria office REIT-AG, Merrill Lynch International and J.P. Morgan
Securities plc and their respective affiliates expressly disclaims any
obligation or undertaking to update, review or revise any forward looking
statement contained in this announcement whether as a result of new
information, future developments or otherwise.

No reliance may or should be placed by any person for any purposes
whatsoever on the information contained in this announcement or on its
completeness, accuracy or fairness. The information in this announcement
is subject to change.

The date of admission of the convertible bonds and the shares issued upon
conversion to trading may be influenced by things such as market
conditions. There is no guarantee that admission will occur and you should
not base your financial decisions on alstria office REIT-AG's intentions in
relation to admission at this stage. Acquiring investments to which this
announcement relates may expose an investor to a significant risk of losing
all of the amount invested. Persons considering making such investments
should consult an authorised person specialising in advising on such
investments. This announcement does not constitute a recommendation
concerning the convertible bond offering. The value of shares can decrease
as well as increase. Potential investors should consult a professional
advisor as to the suitability of the convertible bonds offering for the
person concerned.

Merrill Lynch International and J.P. Morgan Securities plc, each of which
are authorised and regulated in the United Kingdom by the FSA, are acting
exclusively for alstria office REIT-AG and no-one else in connection with
the convertible bonds offering. They will not regard any other person as
their respective clients in relation to the convertible bonds offering and
will not be responsible to anyone other than alstria office REIT-AG for
providing the protections afforded to their respective clients, nor for
providing advice in relation to the convertible bonds offering, the
contents of this announcement or any transaction, arrangement or other
matter referred to herein.

In connection with the convertible bonds offering, Merrill Lynch
International and J.P. Morgan Securities plc and any of their affiliates,
acting as investors for their own accounts, may subscribe for or purchase
convertible bonds of the Company and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such
convertible bonds and other securities of the Company or related
investments in connection with this convertible bonds offering or
otherwise. Merrill Lynch International and J.P. Morgan Securities plc do
not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do
so.

None of Merrill Lynch International and J.P. Morgan Securities plc or any
of their respective directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth, accuracy
or completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other
information relating to the Company, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising
from any use of this announcement or its contents or otherwise arising in
connection therewith.

About alstria:
alstria office REIT-AG is an internally managed Real Estate Investment
Trust (REIT) focused solely on acquiring, owning and managing office real
estate in Germany. alstria was founded in January 2006 and was converted
into the first German REIT in October 2007. Its headquarters are in
Hamburg. The Company owns a diversified portfolio of properties across
attractive German office real estate markets. As per March 31, 2013
alstria's portfolio comprised 82 properties with an aggregate lettable
space of approx. 919,000 sqm and is valued at approximately EUR 1.6 bn. The
alstria office REIT-AG strategy is based on active asset and portfolio
management as well as on establishing and maintaining good relationships
with key customers and decision makers. alstria focuses on long-term real
estate value creation.

For further information, please contact:
Ralf Dibbern, IR/PR
Phone: +49 (0) 40 / 226 341-329
Email: rdibbern@alstria.de

More information on:
www.alstria.com
www.alstria.blogspot.com
www.twitter.com/alstria_REIT

---------------------------------------------------------------------------

Language: English
Company: alstria office REIT-AG
Bäckerbreitergang 75
20355 Hamburg
Germany
Phone: 040-226 341 300
Fax: 040-226 341 310
E-mail: info@alstria.de
Internet: http://www.alstria.de
ISIN: DE000A0LD2U1
WKN: A0LD2U
Indices: SDAX, EPRA, German REIT Index
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Hamburg, München, Stuttgart

End of Announcement DGAP News-Service

---------------------------------------------------------------------------