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Deutsche Annington Immobilien SE announces the acquisition of the SÜDEWO Group with around 19,800 apartments mainly in Baden-Württemberg, as well as a fully underwritten capital increase with subscription rights from authorised capital with gross proceeds expected to amount to EUR 2,247.6 million
Deutsche Annington Immobilien SE / Key word(s): Capital Increase 14.06.2015 22:11 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. --------------------------------------------------------------------------- Bochum, 15 June 2015 - Today, Deutsche Annington Immobilien SE ('Deutsche Annington') resolved to acquire SÜDEWO Group, which owns approximately 19,800 apartments managed by entities affiliated with PATRIZIA Immobilien AG mainly in Baden-Württemberg ('SÜDEWO Group'). In this context, Deutsche Annington has today entered into a share purchase agreement with an investor group that holds the shares in the SÜDEWO Group, pursuant to which Deutsche Annington will (directly or indirectly) acquire up to 94.9% of the shares in the SÜDEWO Group companies (the 'SÜDEWO Acquisition'). Closing of the SÜDEWO Acquisition is scheduled for 7 July 2015, but remains subject to approval by the antitrust authorities. The total transaction volume of approximately EUR 1.9 billion for the SÜDEWO Acquisition comprises a purchase price of approximately EUR 1.1 billion with an additional assumption of certain financial liabilities totaling approximately EUR 0.8 billion. In order to finance the SÜDEWO Acquisition, the management board, following authorisation by the supervisory board on 12 June 2015, today resolved to launch a fully underwritten rights issue to increase its share capital against contribution in cash with subscription rights for shareholders of Deutsche Annington. For this purpose, the share capital of Deutsche Annington shall, under partial utilisation of Deutsche Annington's authorised capital 2015, be increased from EUR 358,462,018.00 by EUR 107,538,606.00 to EUR 466,000,624.00 through the issuance of 107,538,606 new registered shares with a notional value of EUR 1.00 and full dividend rights from 1 January 2015. The new shares shall be offered to the shareholders of the company by way of an indirect subscription right at a ratio of 10:3 (that is 10 existing shares of the company entitle their holder to subscribe for 3 new shares) and a subscription price of EUR 20.90. The subscription period shall, subject to approval of the prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and publication of the approved prospectus, begin on 17 June 2015 and is expected to end on 30 June 2015. Immediately following the expiration of the subscription period, unsubscribed shares shall be placed through a private placement at a price at least as high as the subscription price. The subscription rights (ISIN DE000A161NC9 / WKN A161NC) to the new shares shall be traded, subject to approval and publication of the prospectus, during the period from 17 June 2015 up to and including 26 June 2015 (until approximately noon CEST) on the regulated market (Xetra and Xetra Frankfurt Specialist) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). On the German stock exchanges on which the existing shares of the company are listed ex subscription right such listing shall begin on 17 June 2015. The offer is based on an underwriting agreement signed today between the company and J.P. Morgan Securities plc as well as additional underwriters, which provides for a firm commitment by the underwriters to underwrite the new shares. Deutsche Annington expects to generate gross proceeds of EUR 2,247.6 million through the rights issue and intends to use net proceeds of approximately EUR 1.9 billion to fund the SÜDEWO Acquisition and the balance of approximately EUR 0.3 billion to repay secured loans and to cover transaction costs. It is expected that the implementation of the capital increase will be registered by 3 July 2015 with the commercial register of the Local Court (Amtsgericht) of Dusseldorf and that the announcement of the admission of the new shares to trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), with simultaneous admission to the sub-segment of the regulated market with further post-admission obligations (Prime Standard), as well as to trading on the regulated market of the Luxembourg Stock Exchange (Luxemburger Börse) will also be made on 3 July 2015. Closing of the rights issue is expected to occur on or about 7 July 2015. 14.06.2015 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 Münsterstraße 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: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------