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Vonovia SE: Debt Financing and Settlement of Acceptance Period for BUWOG Tender Offer Fully Completed (news with additional features)

DGAP-News: Vonovia SE / Key word(s): Offer

26.03.2018 / 18:00
The issuer is solely responsible for the content of this announcement.


Debt Financing and Settlement of Acceptance Period for BUWOG Tender Offer Fully Completed

- Vonovia now holds a controlling majority stake in BUWOG

- Settlement of Tender Offer completed today for the 73.8 % of BUWOG shares and the 99.6 % of convertible bonds tendered in the initial acceptance period; including shares acquired in the market since March 20, 2018, Vonovia's current aggregate stake in BUWOG totals 74.19 %

- Acquisition of this majority stake fully debt financed via six senior unsecured notes with an aggregate volume of EUR3.1bn, an average tenor of 10.1 years and a volume-weighted average coupon of 1.545%

- Consolidated Q1 results to be published on May 3, including first estimate for 2018(E) FFO 1 incl. BUWOG

Bochum, 26 March 2018 - Vonovia SE ('Vonovia') has successfully completed the debt financing and settlement of the shares and convertible bonds tendered during the initial acceptance period of the BUWOG tender offer that had ended on March 12, 2018. Following the raising of an aggregate EUR3.1bn of senior unsecured corporate bonds in January and March 2018, the acquisition of the controlling majority in BUWOG has been fully debt financed, as previously announced. The financing for this transaction breaks down as follows:

January 8 issuance:

Tranche 1   EUR500m   6 years   Jan. 2024   0.750% fixed rate
Tranche 2   EUR500m   10 years   Jan. 2028   1.500% fixed rate
Total   EUR1,000m   8 years   ---   1.125% volume-weighted avg. coupon

March 15 issuance:

Tranche 1   EUR600m   4.75 years   Dec. 2022   0.793% fixed rate
Tranche 2   EUR500m   8 years   Mar. 2026   1.500% fixed rate
Tranche 3   EUR500m   12 years   Mar. 2030   2.125% fixed rate
Tranche 4   EUR500m   20 years   Mar. 2038   2.750% fixed rate
Total EUR2,100m   10.9 years   ---   1.744% volume-weighted avg. coupon

The aggregate debt volume of EUR3.1bn from both issuances has an average tenor of 10.1 years and a volume-weighted average coupon of 1.545%.

Following the announcement of the final results of the initial acceptance period on March 16, BUWOG shareholders who have not yet accepted the offer can tender their BUWOG shares, at unchanged terms, during the additional acceptance period, which ends on June 18, 2018 at 17:00 Vienna local time.

Including the shares acquired in the market since March 20, 2018, Vonovia's current aggregate stake in BUWOG totals 74.19%.

Vonovia will report its consolidated Q1 results on May 3, including the first estimate for FY2018 FFO 1 incl. BUWOG.


About Vonovia

Vonovia SE is Germany's leading nationwide residential real estate company. Vonovia currently owns and manages around 347,000 residential units in all of Germany's attractive cities and regions. Its portfolio is worth approximately EUR 33.4 billion. As a modern service company, Vonovia focuses on customer orientation and tenant satisfaction. Offering tenants affordable, attractive and livable homes is a prerequisite for the company's successful development. Accordingly, Vonovia makes long-term investments in the maintenance, modernization and senior-friendly conversion of its properties. The company will also be creating more and more new apartments by realizing infill developments and adding to existing buildings.

The company, which is based in Bochum, has been listed on the stock exchange since 2013 and on the DAX 30 since September 2015. Vonovia SE is also listed on the international indices STOXX Europe 600, MSCI Germany, GPR 250 and EPRA/NAREIT Europe. Vonovia has a workforce of approximately 8,400 employees.

Additional Information:
Approval: Regulated Market/Prime Standard, Frankfurt Stock Exchange
Common code: 094567408
Registered headquarters of Vonovia SE: Bochum, Germany, Bochum Local Court, HRB 16879
Registered address of Vonovia SE: Universitätsstraße 133, 44803 Bochum, Germany

Important Information:
This press release has been issued by Vonovia SE (Vonovia) solely for information purposes. Moreover, it is neither an offer to purchase nor a solicitation to sell securities of BUWOG AG (BUWOG). The final conditions and further provisions relating to the takeover offer are contained in the offer document. Vonovia as bidder reserves the right to deviate from the terms presented herein in the final terms and provisions of the takeover offer. Investors and holders of shares or convertible bonds in BUWOG are strongly recommended to review the offer document and all other documents related to the takeover offer, as they will contain important information. In accordance with Austrian and European law, the takeover offer to acquire a controlling interest will be conducted solely on the basis of the applicable provisions of the Austrian law, in particular the Austrian Takeover Act (Takeover Act). The intended takeover offer is not made or intended to be made pursuant to the laws of any jurisdiction other than those of Austria. With regard to the takeover offer Vonovia and the persons acting in concert with Vonovia within the meaning of section 1 no. 6 of the Takeover Act do not assume any responsibility for compliance with laws other than the laws of Austria. Notifications and the publication of information on the intended takeover offer are only intended in Austria, unless a notification or other publication is required or permitted under the respective laws of other jurisdictions.

To the extent permissible under applicable law or regulation, Vonovia or its brokers may pur-chase, or conclude agreements to purchase, shares in BUWOG, directly or indirectly, outside of the scope of the intended takeover offer, before, during or after the period in which the takeover offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for BUWOG shares, such as convertible bonds. These purchases may be conducted over the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Austria.

This press release may contain statements, assumptions, opinions and predictions about the anticipated future development of Vonovia or BUWOG (forward-looking statements) that reproduce various assumptions regarding results derived from Vonovia's or BUWOG's current business or from publicly available sources that have not been subject to an independent audit or in-depth evaluation by Vonovia and that may turn out to be incorrect at a later stage. All forward-looking statements express current expectations based on the current business plan and various other assumptions and therefore come with risks and uncertainties that are not insignificant. All forward-looking statements should not therefore be taken as a guarantee for future performance or results and, furthermore, do not necessarily constitute appropriate indicators that the forecast results will be achieved. All forward-looking statements relate solely to the day on which this press release was issued to its recipients. It is the responsibility of the recipients of this press release to conduct a more detailed analysis of the validity of forward-looking statements and the underlying assumptions. Vonovia accepts no responsibility for any direct or indirect damages or losses or subsequent damages or losses, as well as penalties that the recipients may incur by using the press release, its contents and, in particular, all forward-looking statements or in any other way, as far as this is legally permissible. Vonovia does not provide any guarantees or assurances (either explicitly or implicitly) in respect of the information contained in this press release. Vonovia is not obliged to update or correct the information, forward-looking statements or conclusions drawn in this press release or to include subsequent events or circumstances or to report inaccuracies that become known after the date of this press release.

Additional features:

Document title: Debt Financing and Settlement

26.03.2018 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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