Deutsche Annington Immobilien SE / Key word(s): Capital Increase
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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.
Stock exchange: Regulated Market (Prime Standard), Frankfurt Stock Exchange
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
+49 234 314 2384
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
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
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
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Company: Deutsche Annington Immobilien SE
Phone: +49 234 314 2384
Fax: +49 234 314 888 2384
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, München, Stuttgart
End of Announcement DGAP News-Service