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. --------------------------------------------------------------------------- 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. 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 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 IR contact: Thomas Eisenlohr +49 234 314 2384 thomas.eisenlohr@deutsche-annington.com Press contact: Klaus Markus +49 234 314 1149 Klaus.Markus@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 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 shares. 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 therewith. 04.03.2014 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 ---------------------------------------------------------------------------
