Alstria office REIT-AG: alstria announces indicative results of invitation to tender existing corporate bonds (ISIN: XS1323052180, XS1346695437)

Ad-hoc announcement

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alstria announces indicative results of invitation to tender existing corporate bonds (ISIN: XS1323052180, XS1346695437)

Hamburg, November 16, 2017 - alstria office REIT-AG (Symbol: AOX, ISIN: DE000A0LD2U1) announces today the indicative results of its invitation to holders of its existing EUR500,000,000 2.250% Notes due 2021 (the "2021 Notes", ISIN: XS1323052180) and EUR500,000,000 2.125% Notes due 2023 (the "2023 Notes", ISIN: XS1346695437, and, together with the 2021 Notes, the "Notes"), to tender such Notes for purchase by alstria office REIT-AG for cash (the "Invitation").

The Invitation was announced on November 8, 2017 and was made on the terms and subject to the conditions set forth in the tender offer memorandum dated November 8, 2017.

The invitation period expired at 5:00 p.m. CET on November 15, 2017. As at the expiration of the invitation period, alstria office REIT-AG had received valid tenders for purchase pursuant to the Invitation of (i) EUR 173,200,000 in aggregate nominal amount of 2021 Notes, and (ii) EUR 202,800,000 in aggregate nominal amount of 2023 Notes.

If alstria office REIT-AG decides to accept Notes validly tendered pursuant to the Invitation, alstria office REIT-AG expects that the final aggregate nominal amount of Notes accepted for purchase pursuant to the Invitation (the "Final Acceptance Amount"), the allocation of the amount accepted for purchase pursuant to the Invitation for each of the 2021 Notes and the 2023 Notes (the "Series Acceptance Amounts") and the scaling factors that will be applied to 2021 Notes and/or the 2023 Notes as a consequence (each a "Scaling Factor"), will be set as follows:

Noteholders should note that this is a non-binding indication of the level at which alstria office REIT-AG expects to set the Final Acceptance Amount, each Series Acceptance Amount, and any Scaling Factor(s) that may apply to 2021 Notes and/or 2023 Notes as a consequence.

Pricing for the Invitation will take place at or around 12:00 p.m. CET today. As soon as reasonably practicable thereafter, alstria office REIT-AG will announce the final results of the Invitation and whether it will accept for purchase valid tenders of Notes pursuant to the Invitation.

The settlement date in respect of the Notes accepted for purchase pursuant to the Invitation is expected to be November 20, 2017.

Contact: More information on:
alstria office REIT-AG www.alstria.de
Ralf Dibbern www.twitter.com/alstria_REIT
Head of Investor Relations & Public Relations www.alstria.blogspot.com
Bäckerbreitergang 75 www.beehive.work
20355 Hamburg
Tel.: +49 (0) 40 226 341 329
Email: rdibbern@alstria.de

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. The portfolio comprises 119 buildings with a lettable area of 1.6 million sqm and a total portfolio value of EUR 3.2 billion.

Disclaimer:
This release may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Australia, Canada, Japan or South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein 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 release is for information purposes only and constitutes neither an offer to sell nor to buy nor a solicitation of an offer to buy any securities. Neither this release nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities mentioned herein have not been nor will they be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of a state or any other jurisdiction in the USA. Therefore, the securities must not be offered or sold within the USA or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. There will be no registration of the securities pursuant to the relevant laws in the USA.
In the United Kingdom, this release is for distribution only to persons (i) who are investment professionals falling within Article 19(5) of Financial Services and Markets Act 2000 (as amended, the "Financial Promotion Order") or (ii) falling within Article 49(2)(a) to (d) of the Financial Promotion Order (high net worth companies, unincorporated associations, etc.) or (iii) other persons to whom it may be lawfully communicated in accordance with the Financial Promotion Order (all such persons falling within (i) - (iii) together being referred to as "Relevant Persons"). This release is directed only at, and may be distributed only to, Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. In the United Kingdom, any investment or investment activity to which this release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area which have implemented the Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented, the "Prospectus Directive") (each, a "Relevant Member State"), this release and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive (including any relevant implementing measure in the Relevant Member State).
No action has been taken that would permit an offering of the securities or possession or distribution of this release in any jurisdiction where action for that purpose is required. Persons into whose possession this release comes are required to inform themselves about and to observe any such restrictions.
The Invitation will not be made, directly or indirectly, in or into, or by use of the mail 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, telephone and the internet. Accordingly, this release and any other documents or materials relating to the Invitation 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 offer of bonds in the Invitation resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer of bonds for purchase made by 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.
As far as this 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 alstria's actual results or performance 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.