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Deutsche Annington Immobilien SE increases portfolio by more than 41,000 residential units
Deutsche Annington Immobilien SE / Key word(s): Miscellaneous 28.02.2014 07:27 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. --------------------------------------------------------------------------- NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. AD HOC ANNOUNCEMENT PURSUANT TO SECTION 15 GERMAN SECURITIES TRADING ACT Deutsche Annington increases portfolio by more than 41,000 residential units Deutsche Annington announces acquisition of around 11,500 residential units managed by DeWAG, integration of around 30,000 residential units owned by Vitus group and capital increases out of authorized capital Bochum, 28 February 2014 - Deutsche Annington Immobilien SE ("Deutsche Annington") today resolved on the acquisition of around 11,500 residential units managed by DeWAG, on the integration of a combined portfolio owned by Vitus group of around 30,000 residential units and on capital increases out of authorized capital. Both transactions meet the acquisition criteria communicated by Deutsche Annington and are FFO and NAV accretive. In this context, Deutsche Annington has reached an agreement in principle with certain shareholders of the Vitus group ("Vitus") with respect to the integration of certain Vitus entities comprising around 30,000 residential units into the Deutsche Annington group for a consideration of EUR 1.4 bn (including the assumption of certain liabilities and the repayment of third party debt). The agreement in principle is subject to certain conditions to closing (including satisfactory fulfillment of existing arrangements with financing parties) and contains rights of withdrawal for both parties in the event that the parties will not agree on certain open matters. The agreement in principle is also subject to the approval of cartel offices and certain shareholders of Vitus. Completion of the transaction is planned for the fourth quarter of 2014. In addition, Deutsche Annington entered into a purchase agreement with respect to the acquisition of a portfolio of around 11,500 residential units managed by DeWAG. The purchase price for this portfolio amounts to about EUR 970 million (including the assumption of liabilities). The acquisition is subject to certain conditions to closing. Completion of the acquisition is planned for the second quarter of 2014. The combined portfolio of about 41,500 residential units comprises floor area of more than 2.6 million sqm. Furthermore, the transactions increase Deutsche Annington's presence in northern Germany with over 9,500 residential units in Bremen and about 9,250 residential units in Kiel. The vacancy rate of the combined portfolio is below 4 %. Deutsche Annington will finance the transactions with the assumption of existing liabilities and a combination of equity and debt instruments. J.P. Morgan has, subject to certain conditions, including final agreement on the price and other terms of any such equity placement, committed to underwrite the total amount of the equity Deutsche Annington intends to raise in the context of the financing of the transactions. The planned capital increases are as follows: A capital increase against cash contributions out of the existing authorized capital of up to 16 million new shares and excluding subscription rights of the existing shareholders. Such capital increase against cash contributions are, subject to market conditions, planned to be consummated before the completion of the aforementioned transactions. The new registered shares with no par value, each with a notional value of EUR 1.00, shall be offered to institutional investors by way of an accelerated bookbuilding. Furthermore, as part of the total compensation in connection with the Vitus transaction, Deutsche Annington resolved on a capital increase out of the existing authorized capital and against contribution in kind and excluding subscription rights of existing shareholders. For this purpose, the stated capital of Deutsche Annington shall be increased by around EUR 12 million. The new shares will hold dividend entitlements as of 1 January 2014. As part of the refinancing of existing liabilities with respect to the portfolios, it is planned to issue a hybrid bond and make use of the existing EMTN programs. Deutsche Annington expects that, following the consummation of the transactions, the net ratio of financial liabilities (LTV-Ratio) will, in the mid-term, slightly increase from 50 % to around 51 %. Based on the value of Deutsche Annington's portfolio as of 31 December 2013, the gross asset value (GAV) is expected to increase to about EUR 12.8 bn following the consummation of the transactions. Additional information: Stock exchange: Regulated Market (Prime Standard), Frankfurt Stock Exchange ISIN: DE000A1ML7J1 WKN: A1ML7J Common Code : 094567408 Registered office of Deutsche Annington: Vogelsanger Weg 80, 40472 Dusseldorf, Germany Business address of Deutsche Annington: Philippstrasse 3, 44803 Bochum, Germany Contacts: Deutsche Annington Immobilien SE Thomas Eisenlohr Head of Investor Relations Telephone: +49(0)234-314-2384 Thomas.Eisenlohr@deutsche-annington.com Deutsche Annington Immobilien SE Klaus Markus Head of Corporate Communications Telephone +49(0)234 314 - 1149 Klaus.markus@deutsche-annington.com This publication may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan 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 into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. 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 in the United States, 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 of Deutsche Annington Immobilien SE 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 Annington Immobilien SE 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. 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. 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 obligation to update such forward-looking statements and to adjust them to any future results and developments. 28.02.2014 DGAP's 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 Vogelsanger Weg 80 40472 Düsseldorf Germany Phone: +49 234 314 1761 Fax: +49 234 314 888 1761 E-mail: investorrelations@deutsche-annington.com Internet: www.deutsche-annington.com 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 ---------------------------------------------------------------------------