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Deutsche Annington Immobilien SE resolves on capital increase against cash contributions
Deutsche Annington Immobilien SE / Key word(s): Capital Increase 05.11.2014 17:40 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. --------------------------------------------------------------------------- NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION WOULD BE UNLAWFUL Bochum, November 5, 2014 - Today, the management board of Deutsche Annington Immobilien SE, with the approval of the supervisory board, resolved on a capital increase against cash contributions through partial utilization of the authorized capital. The share capital of the Company will be increased from EUR 252,022,425.00 to up to EUR 271,622,425.00 by issuing up to 19,600,000 new no-par value ordinary registered shares against cash contributions under the exclusion of shareholders' subscription rights (this corresponds to approximately 7.8% of the current share capital). The new shares will carry full dividend rights as of January 1, 2014. The dividend guidance of the management board in the amount of EUR 0.78 per share for the financial year 2014 remains the same and applies to all 252,022,425 existing shares as well as the new shares to be issued in connection with this capital increase. The new shares will be offered for purchase exclusively to institutional investors in a private placement by way of an accelerated bookbuilding process. The private placement begins on November 5, 2014 and ends on November 6, 2014 at the latest. The management board, with the approval of the supervisory board, will determine the final number of shares to be issued and the placement price following the conclusion of the accelerated bookbuilding process. The number of shares to be issued and the placement price are expected to be announced on November 6, 2014. Barclays Bank PLC and J.P. Morgan Securities plc are acting as Joint Bookrunners. It is expected that the new shares will be admitted to trading without a prospectus on November 10, 2014 and will be included in the existing quotation in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange on November 12, 2014. The net proceeds from the capital increase will be used in particular for the financing of the acquisition of more than 5,000 apartments, announced at the beginning of September, and future acquisitions as well as for repayment of existing debt obligations. ************* Additional information: Stock exchange: Regulated Market (Prime Standard), Frankfurt Stock Exchange ISIN: DE000A1ML7J1 WKN: A1ML7J Common Code: 094567408 Registered office of Deutsche Annington Immobilien SE: Munsterstrasse 248, 40470 Dusseldorf, Germany Business address of Deutsche Annington Immobilien SE: Philippstrasse 3, 44803 Bochum, Germany IR contact: Thomas Eisenlohr +49 234 314 2384 thomas.eisenlohr@deutsche-annington.com 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 could 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 shares. No action has been taken that would permit an offering of the securities, a purchase 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 rely on these forward-looking statements. Deutsche Annington Immobilien SE does not assume any liability or guarantee for such forward-looking statements and will not 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 Barclays Bank PLC and J.P. Morgan Securities plc (the "Joint Bookrunners") are acting exclusively for Deutsche Annington Immobilien SE. They will not regard any other person as their respective client in relation to the Placement and will neither be responsible nor provide protection to anyone other than Deutsche Annington Immobilien SE and, nor will they provide advice to anyone other than Deutsche Annington Immobilien SE 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, any 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 therewith. 05.11.2014 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: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------