Deutsche Wohnen AG / Key word(s): Capital Increase
15.01.2013 18:10
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.
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Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan or any other jurisdiction in which offers or
sales would be prohibited by applicable laws
Frankfurt am Main / Berlin, January 15, 2013 - Today, the management board
of Deutsche Wohnen AG, with approval from the supervisory board, resolved
on a capital increase in the amount of 10% of the current share capital
against cash contributions and under exclusion of shareholders'
subscription rights. The Company's share capital will be increased from EUR
146,142,858 to EUR 160,757,143, through the exercise of part of the new
authorized capital in the amount of EUR 14,614,285, which was resolved upon
by the shareholders' meeting on December 4, 2012. For this purpose,
14,614,285 new no-par value ordinary bearer shares will be issued by the
Company. The new shares carry full dividend rights as of January 1, 2012.
The proceeds from the last two capital increases in November 2011 and June
2012, amounting to approximately EUR 620 million in total, were invested
almost entirely over the course of the year as a result of the acquisitions
in Dusseldorf, of the BauBeCon portfolio, as well as additional
acquisitions in the greater Berlin area and of another portfolio comprised
of approximately 5,100 residential units. Furthermore, additional
acquisitions in Berlin (approximately 5,200 residential units and nursing
homes with a total of 425 places) were signed by the end of 2012. The
Company intends to use the net proceeds of this offering to finance its
recently signed transactions and selective future acquisitions, as well as
for general corporate purposes.
The Company confirms its FFO guidance for the full financial year 2012 of
at least EUR 65 million (without disposals). Given the most recent
acquisitions, the management board of Deutsche Wohnen AG expects a
recurring FFO (without disposals) of approximately EUR 100 million, after
taxes, for the current financial year 2013.
The new shares shall be admitted to trading on the regulated market
(regulierter Markt) without a prospectus and are expected to be included in
the existing quotation for the Company's shares in the sub-segment of the
regulated market with additional post-admission obligations (Prime
Standard) on the Frankfurt Stock Exchange. The new shares shall be offered
to institutional investors for purchase by way of an accelerated
bookbuilding. BofA Merrill Lynch and UBS Investment Bank will be acting as
Joint Bookrunners for the transaction.
Deutsche Wohnen AG
Pfaffenwiese 300
65929 Frankfurt am Main
International Securities Identification Numbers (ISINs): DE000A0HN5C6 /
DE0006283302
Contact:
Helge H. Hehl
Tel.: +49 (0)30 897 86-551
ir@deutsche-wohnen.com
This publication may not be published, distributed or transmitted, directly
or indirectly, in the United States (including its territories and
possessions), Canada, Australia or Japan 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 publication does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of Deutsche Wohnen AG in
the United States, Germany or any other jurisdiction. 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. The securities of Deutsche Wohnen AG 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 Deutsche Wohnen AG have not been, and
will not be, registered under the Securities Act.
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) to (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.
In member states of the European Economic Area ('EEA') which have
implemented the Prospectus Directive (each, a 'Relevant Member State'),
this announcement and any offer if made subsequently is directed
exclusively at persons who are 'qualified investors' within the meaning of
the Prospectus Directive ('Qualified Investors'). For these purposes, the
expression 'Prospectus Directive' means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in a Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression '2010
PD Amending Directive' means Directive 2010/73/EU.
No action has been taken that would permit an offering of the securities or
possession or distribution of this announcement in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about and to observe
any such restrictions.
This information contains forward-looking statements that are based upon
current views and assumptions of the Deutsche Wohnen AG management, which
were made to its best knowledge. Forward-looking statements are subject to
known and unknown risks, uncertainties and other factors which could cause
the earnings position, profitability, performance or the results of
Deutsche Wohnen AG or the success of the housing industry to differ
materially from the earnings position, profitability, performance or the
results expressly or implicitly assumed or described in these
forward-looking statements. In consideration of these risks, uncertainties
and other factors, persons receiving these documents are advised not to
unreasonably rely on these forward-looking statements. Deutsche Wohnen AG
does not assume any obligation to update such forward-looking statements
and to adjust them to any future results and developments.
In connection with any offering of the shares of Deutsche Wohnen AG (the
'Shares'), Merrill Lynch International and UBS Limited (together, the
'Joint Bookrunners') and any of their respective affiliates acting as an
investor for their own account may take up as a proprietary position any
Shares and in that capacity may retain, purchase or sell for their own
account such Shares. In addition certain of the Joint Bookrunners or their
affiliates may enter into financing arrangements and swaps with investors
in connection with which such Joint Bookrunners (or their affiliates) may
from time to time acquire, hold or dispose of Shares. The Joint Bookrunners
do not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligation to do
so.
The Joint Bookrunners are acting on behalf of Deutsche Wohnen AG and no one
else in connection with any offering of the Shares and will not be
responsible to any other person for providing the protections afforded to
clients of the respective Joint Bookrunners nor for providing advice in
relation to any offering of the Shares.
Contact:
+49 (0)30 / 897 86 - 551
15.01.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Deutsche Wohnen AG
Pfaffenwiese 300
65929 Frankfurt
Germany
Phone: +49 (0)30 89786-0
Fax: +49 (0)30 89786-507
E-mail: ir@deutsche-wohnen.com
Internet: http://www.deutsche-wohnen.com
ISIN: DE000A0HN5C6, DE0006283302
WKN: A0HN5C, 628330
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, München, Stuttgart
End of Announcement DGAP News-Service
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DGAP-Adhoc: Deutsche Wohnen AG resolves on cash capital increase
| Source: EQS Group AG