Aroundtown SA - Tender Offer 2024 (XS) - Launch

Aroundtown SA announces offers to the holders of its EUR 700,000,000 1.00 per cent. Notes due 2025 (ISIN: XS1715306012), EUR 800,000,000 0.625 per cent. Notes due 2025 (ISIN: XS2023872174), EUR 500,000,000 1.875 per cent. Notes due 2026 (ISIN: XS1649193403) and EUR 600,000,000 1.500 per cent. Notes due 2026 (ISIN: XS1843435501) to tender such Notes for purchase for cash.

08 JULY 2024

Full announcement, including disclaimers and restrictions, available via Euronext

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"The Board of Directors of Aroundtown SA (the "Company") has decided to invite the holders of the

(i) EUR 700,000,000 1.00 per cent. Notes due 2025 (ISIN: XS1715306012), issued by the Company (the "January 2025 Notes");

(ii) EUR 800,000,000 0.625 per cent. Notes due 2025 (ISIN: XS2023872174), issued by the Company (the "July 2025 Notes");

(iii) EUR 500,000,000 1.875 per cent. Notes due 2026 (ISIN: XS1649193403), issued by ATF Netherlands B.V. (the "January 2026 Notes"); and

(iv) EUR 600,000,000 1.500 per cent. Notes due 2026 (ISIN: XS1843435501), issued by the Company and originally issued by TLG IMMOBILIEN AG (the "May 2026 Notes" and, together with the January 2025 Notes, July 2025 Notes and the January 2026 Notes, the "Notes" and each a "Series")

to tender the Notes for purchase by the Company for cash (the "Offers" and each such invitation, an "Offer").

The Offers shall be subject to the satisfaction or waiver of the New Financing Condition and the other conditions set out in the tender offer memorandum dated 8 July 2024 (the "Tender Offer Memorandum") prepared by the Company.

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"Rationale for the Offers

The purpose of the Offers and the planned issuance of New Notes (as defined below) is, amongst other things, to proactively manage the debt redemptions and to extend the debt maturity profile of the Company.

Subject to the satisfaction or waiver of the New Financing Condition, the Company will accept any and all tender submissions for the January 2025 Notes. The amount of the July 2025 Notes, the January 2026 Notes and the May 2026 Notes repurchased under the Modified Dutch Auction Offers will be finalised after the Expiration Deadline and will be based on submissions received under the Modified Dutch Auction procedure. The final buyback size will therefore depend on the amount of tender submissions received and the outcome of the pricing of the Modified Dutch Auction. If the Company repurchases an amount that is lower than the amount of New Notes issued, remaining proceeds will add to the Company’s liquidity balance and be used for upcoming debt redemptions and other general corporate purposes.

Material Pricing Terms

* The Company is not under any obligation to accept for purchase any Notes of a Modified Dutch Auction Series tendered pursuant to any Modified Dutch Auction Offer. The acceptance for purchase by the Company of Notes of a Modified Dutch Auction Series tendered pursuant to a Modified Dutch Auction Offer is at the sole and absolute discretion of the Company and tenders may be rejected by the Company for any reason. The Company will determine the aggregate principal amount of Notes accepted for purchase for each Modified Dutch Auction Series (each a "Series Acceptance Amount") in its sole and absolute discretion at or around the Pricing Time on the Pricing Date and announce such Series Acceptance Amounts as soon as reasonably practicable after the Pricing Time on the Pricing Date. The Company reserves the right to accept significantly more or less (or none) of the Notes of a Modified Dutch Auction Series as compared to the other Modified Dutch Auction Series."

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