Deutsche Wohnen AG / Key word(s): Issue of Debt
03.09.2014 07:53
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group 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 SUCH OFFERS
OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
Ad hoc Deutsche Wohnen AG
Key word: Issue of Debt
Deutsche Wohnen AG resolves on the issuance of presumably EUR 400 million
convertible bonds as part of the contemplated optimisation of its financing
structure, thereby enhancing the FFO and cash flow profile significantly
Frankfurt/Main and Berlin, 3 September 2014. Today, the management board of
Deutsche Wohnen AG, with approval of the supervisory board, resolved on the
issuance of senior, unsecured convertible bonds with an expected aggregate
principal amount of EUR 400 million, maturing September 2021 (the
"DWAG-Convertible Bonds"). The DWAG-Convertible Bonds will be convertible
into newly issued or existing Deutsche Wohnen AG bearer shares with no par
value. The shareholders' preemptive rights are excluded.
The issuance of the DWAG-Convertible Bonds is part of the contemplated
optimisation of Deutsche Wohnen AG's capital structure through a focussed
refinancing of part of its current bank loans. Deutsche Wohnen AG targets,
market-permitting, to refinance most parts of its financial liabilities
that mature prior to and including fiscal year 2017 with new bank loans
with an average maturity of around 8 years. The aggregate refinancing
volume is anticipated to amount to approximately EUR 1.4 billion. Based on
the current financing environment, Deutsche Wohnen AG expects, subject to
stable market conditions, to reduce current interest expenses by at least
EUR 35 million p.a. over the term of the new financing, thereby
significantly increasing the FFO (without disposals) of Deutsche Wohnen
Group as of 2015. In addition and beyond non-recurring financing costs
described below, Deutsche Wohnen AG expects to reduce contractual
amortisations by approximately EUR 20 million p.a. compared to Deutsche
Wohnen AG's current financing structure over the term of the new financing,
thereby increasing free cash flow by at least EUR 55 million p.a. in
aggregate.
The DWAG-Convertible Bonds will be issued at 100% of their principal amount
with a denomination of EUR 100,000 per convertible bond and - unless
previously converted, repurchased or redeemed - will be redeemed at par at
maturity. The DWAG-Convertible Bonds will be offered with an annual
interest rate of 0.375% to 0.875% paid on a semi-annual basis and a
conversion premium of 27.5% to 32.5% above the reference share price (being
the volume-weighted average share price on XETRA of a Deutsche Wohnen AG
bearer share between launch and pricing of the convertible bonds offer)
solely to institutional investors in certain jurisdictions via a private
placement.
The interest rate, the aggregate nominal amount, the initial conversion
price and the conversion premium are expected to be determined via an
accelerated bookbuilding over the course of today. The DWAG-Convertible
Bonds are expected to be issued by Deutsche Wohnen AG on or about 8
September 2014 and subsequently thereafter to be admitted to trading on the
non-regulated open market segment (Freiverkehr) of the Frankfurt Stock
Exchange.
Holders of the DWAG-Convertible Bonds will have the right to redeem the
DWAG-Convertible Bonds once on 8 September 2019 in accordance with the
terms and conditions. Deutsche Wohnen AG is entitled to redeem the
DWAG-Convertible Bonds from 8 October 2018 if the stock exchange price of
the bearer shares of Deutsche Wohnen AG exceeds 130% of the then applicable
conversion price over a certain period. Deutsche Wohnen AG will also have
the option to settle conversions of the DWAG-Convertible Bonds in cash in
whole or in part.
The proceeds from the private placement of the DWAG-Convertible Bonds are
intended to be used, in an amount of approximately EUR 100 million, to
cover one-time costs associated with the envisaged refinancing as described
above (including prepayment compensations and costs arising out of the
unwind of interest rate swaps entered into in connection with the
respective bank loans). Additional up to EUR 150 million of the proceeds
are earmarked for the partial debt retirement or repayment of bank loans.
Proceeds of at least EUR 150 million will be used for investments in
Deutsche Wohnen AG's real estate portfolio and general business purposes.
Deutsche Wohnen AG has committed to a 3-month lock-up regarding further
equity and equity-linked transactions, subject to certain customary
exceptions.
Goldman Sachs International and UBS Investment Bank are acting as Joint
Bookrunners for the placement of the DWAG-Convertible Bonds.
Important information
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
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 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 States or to
conduct an offering of its securities 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.
In connection with any offering of the convertible bonds of Deutsche Wohnen
AG (the "DWAG-Convertible Bonds"), Goldman Sachs International and UBS
Investment Bank (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 DWAG-Convertible Bonds and in that
capacity may retain, purchase or sell for their own account such
DWAG-Convertible Bonds. In addition any of the Joint Bookrunners or its
affiliates may enter into financing arrangements and swaps with investors
in connection with which such Joint Bookrunner (or its affiliates) may from
time to time acquire, hold or dispose of DWAG-Convertible Bonds. 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 DWAG-Convertible Bonds 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 DWAG-Convertible Bonds.
Contact:
Phone +49 (0)30 897 86-5413
Fax +49 (0)30 897 86-5409
ir@deutsche-wohnen.com
03.09.2014 The DGAP 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 am Main
Germany
Phone: +49 (0)30 89786-0
Fax: +49 (0)30 89786-5409
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 the issuance of presumably EUR 400 million convertible bonds as part of the contemplated optimisation of its financing structure, thereby enhancing the FFO and cash flow profile significantly
| Source: EQS Group AG