DGAP-News: Deutsche Wohnen AG / Key word(s): Offer
Deutsche Wohnen AG: Deutsche Wohnen AG Implements EUR 117.3 Million
Capital Increase - Last Offer Condition for Voluntary Public Takeover
Offer to Shareholders of GSW Immobilien AG Satisfied
27.11.2013 / 15:02
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO
OR FROM THE USA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THE USA OR SUCH JURISDICTION.
Deutsche Wohnen AG Implements EUR 117.3 Million Capital Increase - Last
Offer Condition for Voluntary Public Takeover Offer to Shareholders of GSW
Immobilien AG Satisfied
Frankfurt am Main / Berlin, 27 November 2013. Deutsche Wohnen AG announces
the successful implementation of the capital increase against contribution
in kind that was resolved on by the extraordinary general meeting on 30
September 2013. With the implementation of the capital increase, the last
offer condition for the voluntary public takeover offer to the shareholders
of GSW Immobilien AG has been satisfied. The implementation of the capital
increase was registered with the commercial register today. Following the
capital increase, the share capital of Deutsche Wohnen AG is increased by
EUR 117,309,588 from EUR 168,907,143.00 to EUR 286,216,731 through the
issuance of 117,309,588 new no-par value ordinary bearer shares, each with
a notional par value of EUR 1.00. The contribution in kind comprises
46.003.760 no-par value ordinary bearer shares of GSW Immobilien AG, each
with a notional par value of EUR 1.00. The new shares carry full dividend
rights from the fiscal year 2014 onwards. The new shares will be delivered
to the previous shareholders of GSW Immobilien AG who tendered their shares
within the next days.
The start of trading of the new shares on the regulated market (Prime
Standard) of the Frankfurt Stock Exchange under the securities
identification number ISIN DE000A1X3R56/WKN A1X3R5 (securities
identification number of Deutsche Wohnen AG's bearer shares currently
included in the trading on the regulated market: ISIN DE000A0HN5C6/WKN
A0HN5C) is expected to take place on 28 November 2013.
Deutsche Wohnen
Deutsche Wohnen is one of the largest publicly listed residential property
companies in Germany with a business focus on managing and developing its
residential property portfolio. As at 30 September 2013 the portfolio
comprises 89,810 units in total, of which 88,695 are residential units and
1,115 are commercial properties. The company is listed on the Deutsche
Börse's MDAX and is also included in the leading indices EPRA/NAREIT and
GPR 250.
Disclaimer
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, an
offer to purchase any securities or a solicitation of an offer to purchase
securities 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 mentioned herein (including the
convertible bonds and the Deutsche Wohnen AG shares to be delivered at
conversion) 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. Deutsche Wohnen AG does not intend to register any
portion of any offering of its securities in the United State or to conduct
an offering of its securities in the United States. A tender offer for the
sale of GSW-Convertible Bonds is not being made within the United States or
to, or for the account or benefit of, persons located or resident in the
United States.
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 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.
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.
Contact:
+49 (0)30 / 89786 - 551
End of Corporate News
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27.11.2013 Dissemination of a Corporate News, transmitted by DGAP - a
company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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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 News DGAP News-Service
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241970 27.11.2013
DGAP-News: Deutsche Wohnen AG: Deutsche Wohnen AG Implements EUR 117.3 Million Capital Increase - Last Offer Condition for Voluntary Public Takeover Offer to Shareholders of GSW Immobilien AG Satisfied
| Source: EQS Group AG