de en
News

Aggregate Holdings SA: Notice of the results of the written resolution and amendment of bond documentation

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN “U.S. PERSONS” (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS DOCUMENT.

THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (IF THEY ARE LOCATED IN THE UNITED KINGDOM), OR FROM OTHER APPROPRIATELY AUTHORISED INDEPENDENT PROFESSIONAL ADVISERS (IF THEY ARE LOCATED OUTSIDE OF THE UNITED KINGDOM).

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE BONDS. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE BONDS IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE BONDS ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.
VIC PROPERTIES S.A.

(a société anonyme, governed by the laws of the Grand Duchy of Luxembourg)
(the “Issuer”)

EUR 250,000,000 3.00 per cent. Secured Pre-IPO Convertible Bonds due 2025 (ISIN XS1964739715)
(the “Bonds”)

NOTICE OF THE RESULTS OF THE WRITTEN RESOLUTION AND AMENDMENT OF BOND DOCUMENTATION

Luxembourg, 26 September 2022: On 20 September 2022, the Issuer (a 100%-subsidiary of Aggregate Holdings S.A.) launched a consent solicitation process with the aim of passing a written resolution (the “Written Resolution”) to effect certain modifications to the terms and conditions of the Bonds and consequential or related amendments to the associated transaction and ancillary documents.

As of 26 September 2022, holders representing 87.32 per cent. of the outstanding principal amount of the Bonds had voted in favour of the amendments proposed in such Written Resolution.

In accordance with the terms of the Bonds, the Written Resolution has therefore been duly approved by the requisite majority of holders of the Bonds (the “Bondholders”) and shall become binding on all Bondholders with immediate effect, irrespective of whether any Bondholders did not submit a vote in respect of such resolutions.

The Issuer hereby announces that the pre-conditions to the implementation of the Written Resolution have been satisfied and the amendments and modifications proposed under the Written Resolution in respect of the terms and conditions of the Bonds and the associated transaction and ancillary documents shall be effected on or around 26 September 2022.

Copies of each of the amended documents will be made available for collection by or on behalf of Bondholders during normal business hours at the registered office for the time being of Deutsche Bank AG, London Branch, as principal paying and conversion agent (being Winchester House, One Great Winchester Street, London EC2N 2DB).

DISCLAIMER

This announcement contains important information which should be read carefully. This announcement is for informational purposes only. Each Bondholder is solely responsible for making its own independent appraisal of all matters as such Bondholder deems appropriate (including those relating to the Written Resolution).

Nothing in this announcement constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell securities in the United States or any other jurisdiction. The Bonds 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 the Bonds 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 defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

Nothing in this announcement constitutes a solicitation in any circumstances in which such solicitation is unlawful. None of the Issuer, Aggregate Holdings S.A. (the “Guarantor”), Deutsche Trustee Company Limited (the “Trustee”), Deutsche Bank AG, London Branch (the “Principal Paying and Conversion Agent”), Deutsche Bank Luxembourg S.A. (the “Transfer Agent” and the “Registrar”), Kroll Issuer Services Limited (the “Tabulation Agent”) or any director, officer, employee, agent, representative or affiliate of any such person, expresses any opinion about the terms of the Written Resolution. This announcement does not constitute or form part of, and should not be construed as, an offer for the sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Issuer or any other entity.

The distribution of this announcement may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession this announcement comes are required by the Issuer, the Guarantor, the Trustee, the Principal Paying and Conversion Agent, the Transfer Agent, the Registrar and the Tabulation Agent to inform themselves about, and to observe, any such restrictions. None of the Issuer, the Guarantor, the Trustee, the Principal Paying and Conversion Agent, the Transfer Agent, the Registrar, the Tabulation Agent or any director, officer, employee, agent, representative or affiliate of any such person will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions.

Download

Archive

News announcements
21.05.2024
Aggregate secures Luxembourg Court approval to launch reorganisation proceedings
07.03.2024
Aggregate secures English Court approval for Project Fürst plan, with EUR 190 million of new capital committed for its completion
20.10.2023
Luxembourg Court dismisses claims of insolvency against Project Fürst, which paves the way for restart of construction
27.06.2023
Aggregate Holdings S.A.: Full year results 2022
24.05.2023
Announcement of voting results: Amendments to Aggregate 2024 and 2025 Notes successfully approved by the required majority of bondholders
24.05.2023
Announcement of the Extraordinary Resolutions Passed at the Votes Without Meeting Pursuant to Section 17 Schvg
05.05.2023
Aggregate Holdings S.A. successfully completes sale of VIC Properties, one of the largest real estate developers in Portugal
03.05.2023
Notice of the Results of the Written Resolution
27.04.2023
Aggregate Holdings S.A. announces consent solicitation for its notes – irrevocable support from 55% of 2025 noteholders already received
28.03.2023
Aggregate Holdings signs binding agreement to sell Crown 1 from its Quartier Heidestrasse project at a 90% premium to project cost
17.03.2023
VIC Properties announces new ownership and strengthened financial structure plans
17.03.2023
Aggregate Holdings S.A. enters into binding agreement in relation to sale of VIC Properties to a consortium led by institutional investors
30.01.2023
Aggregate's FÜRST signs 7,400 sqm spa and fitness club lease
10.11.2022
Aggregate Holdings sells three further segments of Quartier Heidestrasse for €488m completion value
28.10.2022
Aggregate Holdings S.A.: Half year results 2022
22.09.2022
Aggregate leases 23,000 sqm in Quartier Heidestrasse to leading DAX40 group
21.09.2022
Aggregate Holdings advisory board holds inaugural meeting
19.09.2022
Aggregate Holdings signs lease agreement for 5D cinema in Berlin's "Fürst" project for 2,300 sqm
09.09.2022
Aggregate Holdings streamlines and strengthens capital structure
09.09.2022
Aggregate Holdings sells two segments from its Quartier Heidestrasse project for €456m, a premium to book value
04.07.2022
Aggregate Holdings S.A. strengthens Management Team and Board, sets up Advisory Board
29.06.2022
Aggregate Holdings S.A. : Full year results 2021
25.05.2022
Aggregate Holdings SA: Notice of the results of the written resolution and amendment of bond documentation
10.05.2022
Aggregate Holdings S.A. : Announces Quartier Heidestrasse structured sale process
29.04.2022
Aggregate Holdings SA: Notice of results of put option and intended exercise of clean-up call option
22.04.2022
Aggregate Holdings SA: Adler cleared of all material allegations
09.03.2022
Aggregate Holdings S.A. : No cross-default from Vonovia actions
09.02.2022
Aggregate Holdings S.A. : Independent report by Hogan Lovells clears Aggregate of all Viceroy allegations
17.01.2022
Aggregate Holdings S.A.: Statement on Bloomberg article “In Adler’s Orbit, A Set of Deals Leads to Azeri First Family” dated 13 January 2022
16.12.2021
Aggregate Holdings S.A. : Q3 2021 market update
03.12.2021
Aggregate Holdings SA: Successful sale of stake in S IMMO to focus on core real estate business
08.10.2021
Aggregate Holdings SA: Vonovia acquires an option over 13.3% stake in Adler Group from Aggregate Holdings
05.10.2021
Aggregate Holdings SA: Strong leasing momentum in Quartier Heidestrasse, Berlin
24.09.2021
Aggregate Holdings SA releases first Sustainability Report setting out ESG framework and targets
07.09.2021
Aggregate Holdings S.A.: Half year results 2021
06.09.2021
Aggregate Holdings SA: Invitation to the conference call on 07 September 2021, 3:00 CEST (2:00 UK)
09.08.2021
Aggregate Holdings SA successfully places EUR 100 million Tap of 6.875% Senior Bond due 2025
30.06.2021
Aggregate Holdings SA: Profitable acquisition of Build & Hold assets
11.06.2021
Aggregate Holdings S.A.: Transformational acquisition of prime Berlin commercial real-estate project
21.04.2021
Aggregate Holdings S.A. : Full year results 2020
11.02.2021
Aggregate Holdings S.A.: Acquisition of increased minority stake in S IMMO
29.01.2021
Aggregate Holdings S.A.: Acquisition of minority stakes in S IMMO and IMMOFINANZ
28.01.2021
Aggregate Holdings S.A.: Company update and LTV guidance
20.01.2021
Aggregate notes market speculation pertaining to potential acquisition of stake in CA Immo
27.11.2020
Aggregate Holdings SA successfully places EUR 100 million Tap of Senior Bond
30.10.2020
Aggregate Holdings SA successfully places EUR 400 million Senior Bond
29.09.2020
Aggregate Holdings S.A. considers debt capital markets transaction
13.07.2020
Aggregate Holdings S.A. confirms it has received shares in ADO Properties S.A. in exchange for its holding in Consus Real Estate A.G.
09.11.2018
Consus Real Estate AG acquires SSN Group AG
23.10.2018
Consus Real Estate AG substantially increases overall performance in first half of 2018 and grows development portfolio
10.10.2018
Consus Real Estate AG - Earnings Presentation H1 2018 and Half Year Report 2018
07.08.2018
Consus Real Estate AG: Sole focus on real estate development following further integration of CG Gruppe and disposal of GxP stake
03.08.2018
Consus Real Estate AG: CONSUS Real Estate AG increases stake in CG Gruppe AG to 75 percent
01.08.2018
Consus Real Estate AG completes capital increase
18.07.2018
Consus Real Estate AG announces capital increase with subscription rights
15.06.2018
Aggregate Holdings SA Q12018 and Consus Real Estate AG plans capital increase
23.05.2018
Consus Real Estate AG: Audited Financials for Fiscal Year 2017 Released
15.05.2018
Consus Real Estate AG: Divestment of commercial assets resulting in EUR 68.2 million cash inflow and significant profit
03.05.2018
Consus Real Estate AG: Strong Performance - Preliminary Financials for Fiscal Year 2017
23.04.2018
Consus Real Estate AG realised cash inflow of EUR 131 million from recent VauVau forward sale
23.04.2018
Construction has started at the Quartier Heidestrasse, one of the largest real estate development projects in centre of Berlin – the project is owned at 94% by Aggregate Holdings S.A.
18.04.2018
A successful start of the year for Consus Real Estate AG, one of the major investments of Aggregate Holdings S.A.
21.12.2017
Aggregate Holdings S.A. successfully placed EUR 40 million tap issue on its existing 5.0% EUR 310 million Notes 2016/2021 (ISIN: DE000A184P98)
29.09.2017
Aggregate acquisition of 69% in CONSUS Commercial Property AG through a mixed capital increase against contribution in kind and cash with a total volume of approximately EUR 743 million approved by the shareholders’ meeting of CONSUS Commercial Property AG