Deutsche Wohnen AG / Key word(s): Capital Increase
11.06.2012 08:13
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory 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
Frankfurt am Main / Berlin, June 11, 2012 - Today, the management board of
Deutsche Wohnen AG, with the approval of the supervisory board, resolved on
a capital increase against cash contributions with shareholders'
subscription rights. The Company's share capital shall be increased through
the exercise of the new authorized capital in the amount of EUR 51,150,000
resolved by the general shareholders' meeting on June 6, 2012 and entered
into the commercial register on June 8, 2012 by up to EUR 43,842,858 to up
to EUR 146,142,858 against contribution in cash. For this purpose, up to
43,842,858 new no par value ordinary bearer shares shall be issued by the
Company. The new shares carry full dividend rights as of January 1, 2012.
The new shares will be offered to shareholders for indirect subscription at
a ratio of 7:3 at a subscription price for each new share yet to be
determined. Seven existing shares of Deutsche Wohnen entitle the holders to
subscribe for three new shares. Subject to the approval of the prospectus
by the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht - BaFin) and the publication of the approved
prospectus, the subscription period is expected to begin on June 12, 2012
and end on June 25, 2012. Any new share not subscribed for by the end of
the subscription period will be offered by way of a private placement. The
management board, with the approval of the supervisory board, will
determine the subscription price of the new shares of the subscription
offer, the offer price of the new shares of a potential private placement
as well as the final issue volume by way of separate resolutions.
The subscription price per new share is expected to be set at the latest
after the close of trading on June 19, 2012, taking into account the
volume-weighted average price for the bearer shares of Deutsche Wohnen AG
on the electronic trading system XETRA on the Frankfurt Stock Exchange from
the beginning of the subscription period on June 12, 2012, until at the
latest the close of trading on June 19, 2012, less a discount to be
determined by the management board of the Company with the approval of the
supervisory board. The size of the discount will take into consideration an
estimate of the volatility of the price of the Company's shares at the time
of pricing, as well as market risks specific to the Company. The Company
reserves the right, in particular in the event of unfavorable market
developments, to terminate the subscription offer.
The Company is targeting to receive gross proceeds from the capital
increase from EUR 425 million up to EUR 475 million. The Company intends to
use approximately 75% of the net proceeds for financing the envisaged
acquisition of the BauBeCon Group and the remainder for complementary
acquisitions, in which the Company is in advanced or promising
negotiations, as well as for general corporate purposes.
Subject to the approval and publication of the prospectus, the subscription
rights (ISIN DE000A1PG9Y0 / WKN A1PG9Y) for the new shares will be traded
during the period from June 12, 2012, up to and including June 21, 2012, on
the regulated market (regulierter Markt) (XETRA and XETRA Frankfurt
Specialist) of the Frankfurt Stock Exchange. The Company's existing shares
will be quoted as 'ex-subscription rights' (ex Bezugsrecht) on the
Frankfurt Stock Exchange; such quotation is expected to commence on June
12, 2012.
The new shares are expected to be included in the existing quotation for
the Company's listed shares in the sub-segment of the regulated market with
additional post-admission obligations (Prime Standard) on the Frankfurt
Stock Exchange on June 28, 2012.
Credit Suisse and UBS Investment Bank act as Joint Global Coordinators and
Joint Bookrunners for the capital increase. The Co-Lead Managers are
Bayerische Landesbank, DZ Bank AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main, Kempen & Co N.V. and UniCredit Bank AG.
Deutsche Wohnen AG
Pfaffenwiese 300
65929 Frankfurt am Main
Germany
International Securities Identification Numbers (ISINs):
DE000A0HN5C6 / DE0006283302 / DE000A0XFUU5
Contact:
Helge H. Hehl
Tel.: +49 (0)30 897 86-551
ir@deutsche-wohnen.com
This publication constitutes neither an offer to sell nor a solicitation to
buy securities. The offer will be made solely by means of, and on the basis
of, a securities prospectus which is to be published. An investment
decision regarding the publicly offered securities of Deutsche Wohnen AG
should only be made on the basis of the securities prospectus to be
published. The securities prospectus to be published will be published
promptly upon approval by the Bundesanstalt für
Finanzdienstleistungsaufsicht (BaFin) and will be available free of charge
from Deutsche Wohnen AG, Pfaffenwiese 300, 65929 Frankfurt am Main, Germany
or on the Deutsche Wohnen AG website www.deutsche-wohnen.com at least one
business day before the start of the subscription period.
This publication may not be published, distributed or transmitted in the
United States, Canada, Australia or Japan. This publication does not
constitute an offer of securities for sale or a solicitation of an offer to
purchase securities of Deutsche Wohnen AG in the United States, Germany or
any other jurisdiction. The securities of Deutsche Wohnen AG 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 (the
'Securities Act'). The securities of Deutsche Wohnen AG have not been, and
will not be, registered under the Securities Act.
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.
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 / 897 86 - 551
11.06.2012 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: 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 Announcement DGAP News-Service
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DGAP-Adhoc: Deutsche Wohnen AG: Deutsche Wohnen AG resolves on cash capital increase for the financing of its envisaged acquisition of the BauBeCon Group
| Source: EQS Group AG