DGAP-Adhoc: GAGFAH S.A.: Launch of approximately EUR 325 million 5-year Convertible Bonds

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| Source: EQS Group AG
GAGFAH S.A.  / Key word(s): Issue of Debt

13.05.2014 06:53

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES
OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY
APPLICABLE LAW.

This announcement is not a prospectus and not an offer of securities for
sale in any jurisdiction, including in or into the United States, Canada,
Japan, South Africa or Australia or any jurisdiction in which offers or
sales of the securities would be prohibited by applicable law. 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.

Launch of approximately EUR 325 million 5-year Convertible Bonds

GAGFAH S.A. / Key Word(s): Convertible Bonds Launch

Ad hoc Release: 13 May  2014

GAGFAH S.A.

2-4, rue Beck

L-1222 Luxembourg

ISIN: LU0269583422

Frankfurt Stock Exchange (Ticker Symbol: GFJ)

Regulated Market (Prime Standard)

Luxembourg, 13 May 2014 - The Board of Directors of GAGFAH S.A. ("GAGFAH")
resolved today to launch an offering of senior unsecured convertible bonds
due 2019 (the "Bonds") in an aggregate nominal amount of approximately EUR
325 million, which may be increased by up to EUR 50 million at GAGFAH's
discretion, convertible into ordinary registered shares of GAGFAH under
exclusion of shareholders' pre-emptive rights.

The Bonds will have a maturity of 5 years and will be issued and redeemed
at 100% of their principal amount. The Bonds will be offered with a coupon
between 0.75% and 1.50% per annum, payable semi-annually in arrears, and
with a conversion premium of between 30% and 35% above the reference share
price, being the volume-weighted average price of GAGFAH's shares on XETRA
between launch and pricing.

In the event of the exercise of their conversion right, bondholders may
receive new and/or existing shares of GAGFAH. GAGFAH will also have the
option to settle conversion in cash in whole or in part.

With this transaction, GAGFAH intends to diversify, within its
securitization object, its sources of funding and in accordance therewith
uses the proceeds from the offering to address upcoming debt maturities and
general corporate purposes. The Bonds will extend GAGFAH's current debt
maturity profile, further reduce its cash interest costs and are accretive
to GAGFAH's funds from operations.

GAGFAH intends to procure the Bonds' inclusion on the Open Market
(Freiverkehr) segment of the Frankfurt Stock Exchange, and such trading is
expected to commence within one month of their issue. Restrictions exist on
the offer, sale and delivery of the Bonds, inter alia, in the US and the
United Kingdom. The Bonds are offered as a private placement only to
institutional investors outside the US, Australia, Canada and Japan.
Standard selling restrictions apply elsewhere.

GAGFAH will commit to a 90-day lock-up, subject to certain customary
exceptions.

<pre>

Contact
GAGFAH S.A.
Investor Relations
Rene Hoffmann
2-4, rue Beck
L-1222 Luxembourg
Tel.: +352 266 366 21
rhoffmann@gagfah.com
www.gagfah.com
R.C.S. Luxembourg B 109.526

Media
Dirk T. Schmitt
+49 175 721 4836
dschmitt@gagfah.de



</pre>

About GAGFAH S.A.

GAGFAH S.A. is a joint stock corporation organized under the laws of the
Grand Duchy of Luxembourg qualifying as a securitization company under the
Luxembourg Securitization Law of 22 March 2004. The core business of GAGFAH
S.A.'s operating subsidiaries is the ownership and management of a
residential property portfolio located in Germany.

GAGFAH is a leading owner and operator of residential real estate in
Germany. Our portfolio includes about 143,000 own residential units that
are mostly located in the large German cities and their respective commuter
belts. We believe that our size, our significant presence in the key
residential markets and our scalable operating platform make us one of the
leading providers of affordable housing for low- to medium- income
households in Germany. Our operating subsidiaries are full-scale service
providers for a broad range of property and facility management services.

Our objective is to generate shareholder value through sustainable and
growing cash flows, increasing net asset value and sustainable dividends by
efficiently managing our portfolio, carrying out value-enhancing property
investments, pursuing accretive growth opportunities, and realizing value
through selected asset sales.

End of Corporate News

Disclaimer

The information contained in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may be placed
for any purpose on the information contained in this announcement or its
accuracy or completeness. No prospectus will be prepared in connection with
the offering of the securities referred to herein. The securities referred
to herein may not be offered to the public in any jurisdiction in
circumstances which would require GAGFAH or any of its affiliates, or any
person acting on behalf of it or them, to prepare or register any
prospectus or offering document relating to the securities referred to
herein in such jurisdiction.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States. The distribution of this
announcement and the offer and sale of the securities referred to herein
may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein comes
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 announcement does not contain or constitute or form part of, and
should not be construed as, an offer or invitation to sell, or the
solicitation of an offer to buy or subscribe for, any securities to any
person in the United States, Australia, Canada, South Africa or Japan or in
any jurisdiction to whom or in which such offer or solicitation is
unlawful. The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or the laws of any state within the United States or
under the applicable securities laws of Australia, Canada, South Africa or
Japan, and may not be offered or sold in the United States, unless
registered under the Securities Act or offered and sold in a transaction
exempt from, or not subject to, the registration requirements of the
Securities Act. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in Australia, Canada, South Africa or
Japan or to, or for the account or benefit of, any national, resident or
citizen of Australia, Canada, South Africa or Japan. There will be no
public offer of the securities referred to herein in the United States,
Australia, Canada, South Africa or Japan.

The offer referred to herein when made in member states of the European
Economic Area ("EEA") which have implemented the Prospectus Directive
(each, a "relevant member state"), is only addressed to and directed at
persons who are "qualified investors" as defined in 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.

In the United Kingdom, this announcement is directed only at, Qualified
Investors (i) who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order")
or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to
whom it may otherwise lawfully be communicated (all such persons together
being referred to as "relevant persons"). This announcement must not be
acted on or relied on (i) in the United Kingdom, by persons who are not
relevant persons, and (ii) in any member state of the European Economic
Area other than the United Kingdom, by persons who are not Qualified
Investors.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or
other variations or comparable terminology, or by discussions of strategy,
plans, objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results. Any
forward-looking statements reflect GAGFAH's current view with respect to
future events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to GAGFAH's business, results
of operations, financial position, liquidity, prospects, growth or
strategies. Forward-looking statements speak only as of the date they are
made.

GAGFAH and their respective affiliates expressly disclaims any obligation
or undertaking to update, review or revise any forward looking statement
contained in this announcement whether as a result of new information,
future developments or otherwise.

No reliance may or should be placed by any person for any purposes
whatsoever on the information contained in this announcement or on its
completeness, accuracy or fairness. The information in this announcement is
subject to change.

The date of admission of the convertible bonds and the shares issued upon
conversion to trading may be influenced by things such as market
conditions. There is no guarantee that admission will occur and you should
not base your financial decisions on GAGFAH's intentions in relation to
admission at this stage. Acquiring investments to which this announcement
relates may expose an investor to a significant risk of losing all of the
amounts invested. Persons considering making such investments should
consult an authorised person specialising in advising on such investments.
This announcement does not constitute a recommendation concerning the
convertible bonds offering. The value of shares can decrease as well as
increase. Potential investors should consult a professional advisor as to
the suitability of the convertible bonds offering for the person concerned.


13.05.2014 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:      GAGFAH S.A.
              2-4, rue Beck
              1222 Luxemburg
              Grand Duchy of Luxembourg
Phone:        + 352 266 366 1
Fax:          + 352 266 366 01
E-mail:       info@gagfah.com
Internet:     www.gagfah.com
ISIN:         LU0269583422, LU0269583422
WKN:          A0LBDT
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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