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Deutsche Annington Immobilien SE: Capital increase against cash contributions and sale of existing shares by way of an accelerated book-building process

Deutsche Annington Immobilien SE  / Key word(s): Capital Increase/Disposal

04.03.2014 18:23

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


AD-HOC RELEASE in accordance with Section 15 of the German Securities and
Trading Act (Wertpapierhandelsgesetz)
Deutsche Annington: Capital increase against cash contributions and sale of
existing shares by way of an accelerated book-building process
Bochum, March 4, 2014 - The Management Board of Deutsche Annington, with
the consent of the Supervisory Board and based on the boards' decisions of
February 28, 2014, today resolved to implement the placement of the capital
increase against cash contributions under exclusion of shareholders'
subscription rights. Deutsche Annington's share capital is therefore to be
increased through partial use of the existing authorised capital by an
amount of up to EUR 16,000,000 from EUR 224,242,425 to up to EUR
240,242,425. For purposes of this capital increase, up to 16,000,000 new
no-par value ordinary registered shares will be issued by Deutsche
Annington. The new shares, like all other outstanding shares of Deutsche
Annington, will carry full dividend rights as of January 1, 2013. The
proposed dividend for the 2013 financial year is EUR 0.70 per share.
The new shares will be offered to institutional investors for purchase by
way of an accelerated book-building process. J.P. Morgan and BofA Merrill
Lynch are acting as joint bookrunners for the placement. The new shares
will be admitted to trading without a prospectus and included in the
existing quotation for Deutsche Annington's shares in the sub-segment of
the regulated market with additional post-admission obligations (Prime
Standard) on the Frankfurt Stock Exchange. At the same time, former
shareholders of Deutsche Annington's majority shareholder, Monterey
Holdings (Monterey), have instructed the joint bookrunners to offer up to
11,000,000 existing ordinary shares of Deutsche Annington, also by way of
an accelerated book-building process. The total number of shares offered
thus amounts to up to 27,000,000 ordinary shares, which will result in a
free float of up to 25.7% following completion of the placement. The
remaining shares in Deutsche Annington held by the selling shareholders, as
well as the shares held by Monterey, are subject to a lock-up of three (3)
months. Deutsche Annington has also entered into a three (3) months'
lock-up agreement in connection with this placement. The stake of Monterey
will decrease to about 67.3% upon completion of the placement as
contemplated and following a recent transfer by Monterey of around 27.6
million shares to its shareholders. It will be further reduced through the
planned issuance of around 11.8 million new shares to be delivered by the
Company as part of the consideration for the Vitus portfolio at closing
expected to occur in fourth quarter 2014.
As previously announced on February 28, 2014, Deutsche Annington intends to
use the proceeds in particular to finance the announced transactions that
will increase the portfolio of Deutsche Annington by more than 41,000
residential units.
Additional information: 
Stock exchange: Regulated Market (Prime Standard), Frankfurt Stock Exchange

Common Code: 094567408 
Registered office of Deutsche Annington: Vogelsanger Weg 80, 40472
Dusseldorf, Germany
Business address of Deutsche Annington: Philippstrasse 3, 44803 Bochum,

IR contact:  
Thomas Eisenlohr 
+49 234 314 2384 

Press contact:  
Klaus Markus
+49 234 314 1149  

 This publication may not be published, distributed or transmitted,
directly or indirectly, in the United States of America (including its
territories and possessions), Canada, Japan or Australia 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 who are in possession of this document or other information
referred to herein should inform themselves about and observe any such
restrictions. 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 or a
solicitation of an offer to purchase securities of Deutsche Annington
Immobilien SE or of any of its subsidiaries in the United States of
America, 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 referred to herein may not be offered or sold in the United
States of America in the absence of registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the
'Securities Act'). The securities of Deutsche Annington Immobilien SE have
not been, and will not be, registered under the Securities Act.

In the United Kingdom, this document 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 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 ('EEA') 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 ('Qualified Investors'). 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.

Deutsche Annington Immobilien SE may be classified a "passive foreign
investment company" (PFIC) for U.S. federal income tax purposes. Investors
subject to U.S. federal income tax should consult their own tax advisers in
connection with their investment in the Deutsche Annington Immobilien SE's

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 Annington Immobilien SE
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 Annington Immobilien SE 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 Annington Immobilien SE does not assume any liability or guarantee
to update such forward-looking statements and to adjust them to any future
results and developments.

This announcement does not constitute a recommendation concerning the
placement of securities described in this announcement (the "Placement").
Investors should consult a professional advisor as to the suitability of
the Placement for the person concerned.

In connection with the Placement BofA Merrill Lynch and J.P. Morgan (the
"Joint Bookrunners") are acting exclusively for Deutsche Annington
Immobilien SE and the selling shareholders. They will not regard any other
person as their respective clients in relation to the Placement and will
neither be responsible nor provide protection to anyone other than Deutsche
Annington Immobilien SE and the selling shareholders, nor will they provide
advice to anyone other than Deutsche Annington Immobilien SE and the
selling shareholders in relation to the Placement, the contents of this
announcement or any other matter referred to herein.

In connection with the Placement, the Joint Bookrunners and any of their
affiliates, acting as investors for their own accounts, may subscribe for
or purchase securities of Deutsche Annington Immobilien SE and may
otherwise deal for their own accounts. Accordingly, references to the
securities being issued or sold should be read as including any issue,
offer or sale to the Joint Bookrunners and any of their affiliates acting
as investors for their own accounts. In addition each Joint Bookrunner or
their respective affiliates may enter into financing arrangements and swaps
with investors in connection with which such Joint Bookrunners (or their
affiliates) may from time to time acquire, hold or dispose of Deutsche
Annington Immobilien SE's shares. 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 obligations to do so.

None of the Joint Bookrunners or any of their respective directors,
officers, employees, advisers or agents accepts any responsibility or
liability whatsoever for or makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness of the information in
this announcement (or whether any information has been omitted from the
announcement) or, with limited exception, other information relating to
Deutsche Annington Immobilien SE, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising from any
use of this announcement or its contents or otherwise arising in connection

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Language:     English
Company:      Deutsche Annington Immobilien SE
              Vogelsanger Weg 80
              40472 Düsseldorf
Phone:        +49 234 314 1761
Fax:          +49 234 314 888 1761
ISIN:         DE000A1ML7J1
WKN:          A1ML7J
Indices:      SDAX
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in Berlin, Düsseldorf, Hamburg, München, Stuttgart
End of Announcement                             DGAP News-Service

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