DGAP-PVR: BUWOG AG: Release according to Article 93, Section 2 BörseG with the objective of Europe-wide distribution


BUWOG AG 

23.09.2014 17:01

Dissemination of a Voting Rights Announcement, transmitted by
DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Release according to section 93 para 2 Austrian Stock Exchange Act (BörseG)

BUWOG AG: Change in stake of voting rights of IMMOFINANZ AG

BUWOG AG announces according to section 93 para 2 Austrian Stock Exchange
Act that IMMOFINANZ AG notified on 19 September 2014 in accordance with
section 91 et seq. Austrian Stock Exchange Act that IMMOFINANZ AG together
with controlled undertakings deceeded the reporting threshold of 40% with
respect to shares held in accordance with section 91 Austrian Stock
Exchange Act and at the same time crossed the reporting threshold of 20%
with respect to rights to transfer BUWOG shares in accordance with section
91a in conjunction with section 91 Austrian Stock Exchange Act due to the
transfer of BUWOG AG shares held by IMMOFINANZ AG according to securities
lending agreements in connection with the bonds exchangeable issued by
IMMOFINANZ AG (ISIN XS1108672988) due 2019.

BUWOG AG announces in regard to the relevant interest with respect to
voting rights of IMMOFINANZ AG in BUWOG AG (ISIN AT00BUWOG001) in
accordance with sec 91 et seq. Austrian Stock Exchange Act as follows:

 1. In connection with the EUR 375,000,000 1.5% bonds exchangeable into
    ordinary bearer shares with no par value of BUWOG AG (ISIN
    XS1108672988) due 2019 ('bonds exchangeable') issued by IMMOFINANZ AG
    on 11 September 2014, IMMOFINANZ AG has concluded global master
    securities lending agreements with the underwriting institutions BNP
    Paribas Arbitrage SNC, Morgan Stanley & Co. International plc and J.P.
    Morgan Securities plc, under which options to borrow shares ('options
    for securities lending') were granted to the respective institutions
    with respect to shares in BUWOG AG held by IMMOFINANZ AG ('borrowed
    shares').

Thus far, the options for securities lending have been exercised by the
respective institutions with respect to a total of 5,440,719 BUWOG AG
shares. The relevant interest with respect to voting rights (number of
shares/per cent) is 5,440,719 shares/approx. 5.46%. Upon termination of the
securities lending the borrowed shares have to be reassigned to IMMOFINANZ
AG.

 2. By transferring the borrowed shares (BUWOG AG shares) the relevant
    interest with respect to voting rights in BUWOG AG in total held by
    IMMOFINANZ AG (together with controlled undertakings) has not changed
    since the transferred borrowed shares are ascribed to the interest of
    voting rights of IMMOFINANZ AG pursuant to the reassignment right until
    the termination of the securities lending (section 91a para 1 item 1
    Austrian Stock Exchange Act).

 3. In total the relevant interest of voting rights of IMMOFINANZ AG
    (together with controlled undertakings) in currently issued BUWOG AG
    shares is 49% (48,810,607 shares).

This includes (i) BUWOG AG shares held by IMMOFINANZ AG (and its 100%
subsidiary IMBEA IMMOEAST Beteiligungsverwaltung GmbH) (approx. 37.87%),
(ii) the transferred borrowed shares (approx. 5.46%) and (iii) those BUWOG
shares which IMMOFINANZ AG is entitled or obliged to purchase in case of
the repayment of financing transactions with IMMOFINANZ AG shares/BUWOG AG
shares (approx. 5.10%).

In addition the (potential) interest with respect to voting rights from the
BUWOG AG Convertible Bond due 2019 (ISIN AT00BUWOG001) is ascribed to
IMMOFINANZ AG for the purpose of reporting on shareholdings under stock
exchange law. The conversion right currently comprises 13,734,812 shares,
corresponding to a relevant interest of voting rights of approx. 13.79%.
This interest of voting rights has to be determined in accordance with
section 91a para 5 Austrian Stock Corporation Act on the basis of the
current share capital of BUWOG AG without taking account of the capital
increase for the issuance of conversion shares.

 4. For the reporting on shareholdings under stock exchange law all listed
    interests of voting rights have to be counted up (section 91a para 7
    Austrian Stock Exchange Act), which leads to relevant interest with
    respect to voting rights of IMMOFINANZ AG (together with controlled
    undertakings) of in total approx. 62.79% (section 91 at seq. Austrian
    Stock Exchange Act) (for breakdown of interest of voting rights
    according to sections 91, 92 Austrian Stock Exchange Act and section
    91a Austrian Stock Exchange Act see below). This comprises an interest
    of voting rights of IMMOFINANZ AG in the total amount of shares in
    BUWOG AG currently issued (99,613,479 shares) of approx. 49%
    (48,810,607 shares).

 5. The borrowed shares are still ascribed to the interest of voting rights
    of IMMOFINANZ AG (section 91a item 1 Austrian Stock Exchange Act).
    Prior to the transfer of borrowed shares the relevant interest with
    respect to voting rights of IMMOFINANZ AG (together with controlled
    undertakings) amounted to approx. 43.90% in accordance with section 91
    Austrian Stock Exchange Act. The relevant interest in voting rights in
    accordance with section 91a Austrian Stock Exchange Act pursuant to
    rights resulting from the transfer of BUWOG shares (section 91a para 1
    item 1 Austrian Stock Exchange Act) as well as from conversion rights
    with respect to the BUWOG AG Convertible Bond (section 91a para 1 item
    5 Austrian Stock Exchange Act) is approx. 18.89%. Due to the transfer
    of borrowed shares (corresponding to an interest in voting rights of
    approx. 5.46%) IMMOFINANZ AG deceeded the reporting threshold of 40%
    with respect to shares held in accordance with section 91 Austrian
    Stock Exchange Act and the same time crossed the reporting threshold of
    20% with respect to rights to transfer BUWOG AG shares in accordance
    with section 91a in conjunction with section 91 Austrian Stock Exchange
    Act.

 6. The relevant interest of voting rights according to sections 91, 92
    Austrian Stock Exchange Act and section 91a Austrian Stock Exchange Act
    is described below:

     a) Shareholder/Entity: IMMOFINANZ AG

Shares/Type of Instrument: BUWOG AG Ordinary Share (ISIN AT00BUWOG001)
Exercise Period/Expiry Date: n.a./n.a.
Number of Equivalent Shares (number of shares/%): 37,725,125 shares/approx.
37.87%
   
     b) Shareholder/Entity: IMMOFINANZ AG

Shares/Type of Instrument: reassignment right with respect to the borrowed
shares pursuant to the securities lending in the context of the issuance of
the bonds exchangeable (section 91a para 1 item 1 Austrian Stock Exchange
Act)
Exercise Period/Expiry Date: on the maturity date of the bonds exchangeable
(11 September 2019) and on delivery dates for BUWOG AG shares in case of
redemption of the bonds exchangeable by way of share delivery (share
redemption).
Number of Equivalent Shares (number of shares/%): 5,440,719 shares/approx.
5.46%

     c) Shareholder/Entity: IMBEA IMMOEAST Beteiligungsverwaltung GmbH
        (100% subsidiary of IMMOFINANZ AG)

Shares/Type of Instrument: BUWOG AG Ordinary Share (ISIN AT00BUWOG001)
Exercise Period/Expiry Date: n.a./n.a.
Number of Equivalent Shares (number of shares/%): 564,476 shares/approx.
0.57%

     d) Shareholder/Entity: IMMOFINANZ AG

Shares/Types of Instrument: financing transaction with IMMOFINANZ AG
shares/BUWOG AG shares combined with the right/obligation to purchase BUWOG
AG shares (ISIN AT00BUWOG001) upon redemption of the financing transaction
(sec 91a para 1 item 1 Austrian Stock Exchange Act).
Exercise Period/Expiry Date: ongoing/25 March 2015
Number of Equivalent Shares (number of shares/%): 5,080,287 shares/approx.
5.10%

     e) Shareholder/Entity: IMMOFINANZ AG

Shares/Types of Instrument: BUWOG AG-Convertible Bond due to 2019 (ISIN
AT0000A17CA5) with conversion rights into BUWOG AG Ordinary Shares (ISIN
AT00BUWOG001) (sec 91a para 5 Austrian Stock Exchange Act)
Exercise Period/Expiry Date: 28 January 2015 - 25 April 2019 /n.a.
Number of Equivalent Shares (number of shares/%): 13,734,812 shares/approx.
13.79%


For questions please contact:

INVESTOR RELATIONS
Holger Lueth
Head of Investor Relations & Corporate Finance
Email: holger.lueth@buwog.at
Tel.: +43-1-878 28 1203
Fax: +43-1-878 28 5203

MEDIA
Thomas Brey
BUWOG - Press Office, c/o LUSTIG+BREY
Email: brey@lustigbrey.at
Tel.: +43-1-233 01 23-15
Mobil: 0676 / 542 39 09



23.09.2014 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:      BUWOG AG
              Hietzinger Kai 131  
              1130  Wien
              Austria
Internet:     www.buwog.com
 
End of Announcement                             DGAP News-Service
 
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