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Deutsche Annington Immobilien SE: Deutsche Annington Immobilien SE announces IPO price range; prospectus approval expected today

Deutsche Annington Immobilien SE / Key word(s): IPO/Real Estate

19.06.2013 / 08:29



Deutsche Annington Immobilien SE announces IPO price range; prospectus approval expected today

- Shares to be offered in a price range of EUR 18 to EUR 21 per share

- Offer period is expected to commence on 20 June 2013 and is expected to end on 2 July 2013

- Expected gross proceeds to the Company of at least EUR 400 million; selling shareholder to offer secondary shares

- Overall placement volume at the mid-point of the price range including full exercise of over-allotment option amounts to EUR 1,113 million and a free float of 25.7%

- Market capitalisation of EUR 4,333 million at the mid-point of the price range

- Annual dividend of around 70% of FFO 1 intended; as of financial year 2014 this represents around 4.0% of the then current EPRA NAV

- Election of new Supervisory Board completed

Bochum, 19.06.2013 - Deutsche Annington Immobilien SE ('Deutsche Annington'), Germany's largest privately held residential real estate company in terms of portfolio value and number of units owned, and the selling shareholder Monterey Holding I S.à r.l. ('Monterey'), together with the syndicate banks, have determined additional details of the planned initial public offering ('IPO') of the Company. The price range has been set between EUR 18 to EUR 21 per share. The offer period is expected to start on 20 June 2013 and is expected to end on 2 July 2013. The listing of the shares on the Prime Standard of the regulated market of the Frankfurt Stock Exchange is planned for 3 July 2013.

The offering consists of public offerings in Germany and Luxembourg and private placements in other jurisdictions. Deutsche Annington is offering up to 22.2 million newly issued shares with no par value from a capital increase. Expected gross proceeds of a minimum of EUR 400 million will be used primarily to repay debts. Furthermore, the selling shareholder will offer 27.4 million existing registered shares with no par value. In addition, up to 7.4 million registered shares with no par value are being offered in connection with a potential over-allotment (greenshoe option).

At the mid-point of the price range, the offer corresponds to a placement volume of EUR 1.1 billion and a market capitalization of EUR 4.3 billion assuming full exercise of the greenshoe option. The prospectus relating to the IPO has been filed with the Federal Financial Supervisory Authority ('BaFin') today. After approval by BaFin which is expected in the course of the day, the prospectus will be made available on the website of Deutsche Annington. The final pricing will be set and announced at the end of the book building process.

Shares carry full dividend rights for the financial year 2013. Provided that the Group's business performance remains stable, Deutsche Annington aims to distribute an annual dividend of around 70% of FFO 1. For the fiscal year 2014 onwards this represents around 4.0% of the then current EPRA NAV. For the fiscal year 2013 the dividend yield is expected to be lower, however in line with German residential peers.

'As Germany's largest residential property company with a nationwide portfolio Deutsche Annington is an attractive investment for investors looking to benefit from the stability and strength of the German residential real estate market. Sustainable growth, steady cash flows and dividend payments distinguish this industry', said Rolf Buch, CEO of Deutsche Annington. 'Deutsche Annington follows a clear strategy focused on three pillars: constant improvement in efficient property management, an investment program of more than 800 million Euros in energy-related modernizations and senior living as well as a flexible and diversified financing structure. With this strategy we are creating sustainable value and offer an attractive investment proposition to investors. Thanks to our investment grade rating, which is unique in the sector, we will be able to profit from more flexible financing forms in the future.'

Election of new Supervisory Board completed

In addition, Deutsche Annington has announced the election of the entire new Supervisory Board. As communicated on 10 June 2013, the new Supervisory Board will be composed of nine members of which five have been proposed by the shareholder and related with Terra Firma and four are independent members. All supervisory board committees will be chaired by independent board members going forward.

Dr. Wulf Bernotat, former CEO of the power and gas company E.ON, to act as chairman of the supervisory board. Dr. Bernotat will also chair the Executive and Nomination Committee. Dr. Bernotat holds a number of non-executive roles.

Furthermore the following members have been elected to the Supervisory Board with effect from 18 June 2013:

Prof. Dr. Edgar Ernst, President of Deutsche Prüfstelle für Rechnungslegung (Financial Reporting Enforcement Panel). Before he spent about 17 years with Deutsche Post where he was Member of the Board and Chief Financial Officer. Prof. Ernst holds a number of non-executive roles. Prof. Ernst will head the Audit Committee of the Supervisory Board.

Hildegard Müller, Managing Director of Bundesverband der Energie- und Wasserwirtschaft (German Association of Energy and Water Industries). As a former Minister of State at the German Chancellery and former non-executive director at several corporates, amongst them West LB, she looks back to a long-standing career in both the public and private sector.

Clara-Christina Streit, Senior Advisor with McKinsey & Company. With more than 20 years in advising clients mainly in the financial sector, she brings in-depth knowledge of the financial and capital markets. Clara-Christina Streit will head the Finance Committee of the Supervisory Board.

Further members of the Supervisory Board are:

- Robert Nicolas Barr, Operational Managing Director of Terra Firma. Deputy Chairman of the Supervisory Board.

- Arjan Breure, Financial Managing Director of Terra Firma.

- Fraser Duncan, Business Consultant and former Managing Director of portfolio businesses for Terra Firma.

- Tim Pryce, Chief Executive Officer of Terra Firma.

- Prof. Dr. Klaus Rauscher, former Chief Executive Officer of Vattenfall Europe AG.

'Deutsche Annington has built a fantastic business that is well positioned to take advantage of the growth trends and market developments in Germany,' said Dr. Wulf Bernotat, Chairman of the Supervisory Board of Deutsche Annington. 'The supervisory board that has been assembled brings a wealth of experience to the company, and I am looking forward to working together with my board colleagues and the Managing Board to ensure the future success of the Company.'

J.P. Morgan and Morgan Stanley are acting as Joint Global Coordinators and Joint Bookrunners. BofA Merrill Lynch and Deutsche Bank are acting as Joint Bookrunners, Berenberg and Kempen & Co are acting as Joint Lead Managers, and COMMERZBANK, Erste Group and SOCIÉTÉ GÉNÉRALE Corporate & Investment Banking are acting as Co-Lead Managers.

Further details on the offer
The international securities identification number (ISIN) is DE000A1ML7J1, and the German securities code number (WKN) is A1ML7J. Interested investors can submit their offers to purchase shares at the beginning of the offer period which is expected to start on June 20, 2013. The offer period for retail investors is expected to end on July 2, 2013 at 12:00 noon CEST and for institutional investors at 4:00 p.m. CEST.

About Deutsche Annington
Deutsche Annington is Germany's largest privately held residential real estate company in terms of portfolio value and number of units owned. As of 31 March 2013, Deutsche Annington owned more than 180,000 residential units with an aggregate fair value of EUR 10.4 billion. Deutsche Annington operates nationwide with the majority of its portfolio being situated in the old German Federal States (Alte Bundesländer) including Berlin. Deutsche Annington is headquartered in Bochum and employs about 2,400 employees.

Press contact:
Sabine Morgenthal
+49 174 3258886

Paul Scott
+49 172 3000703

Natalie Jakubik
+49 234 314 - 1619

These materials may not be published, distributed or transmitted, directly or indirectly, in or into the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of Deutsche Annington Immobilien SE (the 'Company') in the United States, Germany or any other jurisdiction. The securities of the Company 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 the Company have not been, and will not be, registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan.

Any 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 the Company should only be made on the basis of a securities prospectus. The securities prospectus will be published promptly upon approval by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) and will be available free of charge from Deutsche Annington Immobilien SE, Philippstrasse 3, 44803 Bochum, Germany, or on the Company's website.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes 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 announcement may include statements that are, or may be deemed to be, 'forward-looking statements'. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms 'believes', 'estimates', 'plans', 'projects', 'anticipates', 'expects', 'intends', 'may', 'will' or 'should' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made. Each of the Company, Monterey Holdings I S.à r.l., Luxembourg, (the 'Selling Shareholder'), and the Joint Global Coordinators, the Joint Bookrunners, the Joint-Lead Managers, and the Co-Lead Managers (all banks together, the 'Underwriters'), and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.

This announcement does not constitute a recommendation concerning the potential offering of securities described in this announcement (the 'Offering'). Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

The Underwriters are acting exclusively for the Company and the Selling Shareholder and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any other matter referred to herein.

In connection with the Offering, the Underwriters and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of the Company and may otherwise deal for their own accounts. Accordingly, references in the Prospectus, once published, to the securities being issued should be read as including any issue or offer to the Underwriters and any of their affiliates acting as investors for their own accounts. In addition certain of the Underwriters or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of the Company's shares. The Underwriters 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 Underwriters 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 the Company, 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 therewith.


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