Deutsche Annington Immobilien SE / Key word(s): Offer
21.01.2015 15:20
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.
---------------------------------------------------------------------------
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
Deutsche Annington Immobilien SE ("Deutsche Annington") announces in
connection with its voluntary public takeover offer (the "Offer") for the
shares (the "GAGFAH Shares") in GAGFAH S.A., Luxembourg ("GAGFAH"), that
the number of GAGFAH Shares for which the Offer has been accepted plus the
number of financial or other instruments relating to GAGFAH Shares
(including the convertible bonds issued by GAGFAH on May 20, 2014) in the
meaning of the financial or other instruments referred to in sect. 25, 25a
of the German Securities Trading Act (Wertpapierhandelsgesetz) which could
lead to an acquisition of GAGFAH Shares (the "Financial Instruments") held
by Deutsche Annington amounted to 160,697,636 GAGFAH Shares on January 21,
2015 at 14:00 hours (CET) ("Reference Date"). This corresponds to a
proportion of 74.41% of the currently issued share capital and the
currently existing voting rights of GAGFAH. Accordingly, the minimum
acceptance level condition contained in the offer document published on
December 19, 2014 (the "Offer Document") has been met (assuming that
GAGFAH's share capital will not be increased before the end of the
acceptance period (January 21, 2015, 24:00 (CET)). Deutsche Annington
expects to publish a final announcement with the definitive acceptance
level on January 26, 2015.
As at the Reference Date, the Offer has been accepted for 135,737,487
GAGFAH Shares, i.e., 62.86% of the currently issued share capital and
currently existing voting rights of GAGFAH. Further, Deutsche Annington
held as at the Reference Date Financial Instruments that could lead to an
acquisition of about 24,960,149 GAGFAH Shares, i.e., 11.56% of the
currently issued share capital and currently existing voting rights of
GAGFAH.
Assuming the occurrence of a change of control in the meaning of the terms
and conditions of the convertible bonds issued by GAGFAH on May 20, 2014
and the fulfilment of all conditions of the Offer on January 21, 2015, the
total number of GAGFAH Shares would be increased from 215,952,555 by
30,478,854 GAGFAH Shares to 246,431,409 GAGFAH Shares (or a total share
capital of EUR 307,739,261.25) if the conversion rights under the
convertible bonds were exercised in full. The proportion of GAGFAH Shares
for which the Offer has been accepted as at the Reference Date plus the
GAGFAH Shares that can be acquired under the Financial Instruments held by
Deutsche Annington as at the Reference Date would amount to about 65.21% of
such increased number of GAGFAH Shares (and of such increased share capital
of GAGFAH).
In addition to the fulfilment of the minimum acceptance level condition,
the Offer is also subject to the approval of the anti-trust authorities and
several other conditions contained in the Offer Document.
Important information:
This announcement is neither an offer to exchange nor a solicitation of an
offer to exchange shares in GAGFAH. Moreover, the announcement is neither
an offer to purchase nor a solicitation to purchase shares in Deutsche
Annington. The final terms and further provisions have been disclosed in
the offer document approved by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and
holders of GAGFAH Shares are strongly recommended to read the offer
document and all documents in connection with the public takeover offer, as
soon as they have become public, since they contain important information.
Subject to the exceptions described in the offer document as well as any
exemptions that may be granted by the relevant regulators, a public
takeover offer will not be made directly or indirectly, in any jurisdiction
where to do so would constitute a violation against the national laws of
such jurisdiction.
The shares in Deutsche Annington have not been nor will they be registered
under the U.S. Securities Act of 1933 as amended or with any securities
regulatory authority of a state or any other jurisdiction in the USA.
Therefore, subject to certain exceptions, shares in Deutsche Annington must
not be offered or sold within the USA or any other jurisdiction where to do
so would constitute a violation of the laws of such jurisdiction. There
will be no registration of the shares in Deutsche Annington mentioned
herein pursuant to the relevant laws in the USA. If, in the opinion of
Deutsche Annington, shares in Deutsche Annington may neither be offered nor
transferred to a U.S. shareholder pursuant to the provisions of the U.S.
Securities Act of 1933, such U.S. shareholder who has validly accepted the
offer will, in lieu of the number of shares in Deutsche Annington to which
he is entitled, receive a corresponding cash amount in Euro from the sale
of the respective number of shares in Deutsche Annington.
To the extent permissible under applicable law or regulation, and in
accordance with ordinary German market practice, Deutsche Annington or its
brokers may purchase, or conclude agreements to purchase, GAGFAH Shares,
directly or indirectly, out of the public takeover offer, before, during or
after the period in which the offer remains open for acceptance. This
applies to other securities which are directly convertible into,
exchangeable for, or exercisable for GAGFAH Shares. These purchases may be
completed via the stock exchange at market prices or outside the stock
exchange at negotiated conditions. Any information on such purchases will
be disclosed as required by law or regulation in Germany or any other
relevant jurisdiction.
If any announcements in this document contain forward-looking statements,
such statements do not represent facts and are characterized by the words
"will", "expect", "believe", "estimate", "intend", "aim", "assume" or
similar expressions. Such statements express the intentions, opinions or
current expectations and assumptions of Deutsche Annington and the persons
acting together with Deutsche Annington. Such forward-looking statements
are based on current plans, estimates and forecasts which Deutsche
Annington and the persons acting together with Deutsche Annington have made
to the best of their knowledge, but which do not claim to be correct in the
future. Forward-looking statements are subject to risks and uncertainties
that are difficult to predict and usually cannot be influenced by Deutsche
Annington or the persons acting together with Deutsche Annington. It should
be kept in mind that the actual events or consequences may differ
materially from those contained in or expressed by such forward-looking
statements.
21.01.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------------
Language: English
Company: Deutsche Annington Immobilien SE
MünsterstraÃe 248
40470 Düsseldorf
Germany
Phone: +49 234 314 2384
Fax: +49 234 314 888 2384
E-mail: investorrelations@deutsche-annington.com
Internet: www.deutsche-annington.com
ISIN: DE000A1ML7J1
WKN: A1ML7J
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, München, Stuttgart
End of Announcement DGAP News-Service
---------------------------------------------------------------------------
DGAP-Adhoc: Deutsche Annington Immobilien SE: Voluntary public takeover offer by Deutsche Annington Immobilien SE for all outstanding shares in GAGFAH S.A.; minimum acceptance level has been reached
| Source: EQS Group AG