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Deutsche Annington Immobilien SE: Public takeover offer by Deutsche Annington Immobilien SE for all outstanding shares in GAGFAH S.A.

Deutsche Annington Immobilien SE / Key word(s): Offer

01.12.2014 07:00

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
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The issuer is solely responsible for the content of this announcement.

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

Ad hoc Deutsche Annington Immobilien SE (English)

Subject: Takeover Offer

Combined cash/takeover offer, capital increase and financial measures in
connection with the announced public takeover offer by Deutsche Annington
Immobilien SE for all outstanding shares in GAGFAH S.A.; Business
combination agreement with GAGFAH S.A.

Public takeover offer by Deutsche Annington Immobilien SE for all
outstanding shares in GAGFAH S.A.

The management board and the supervisory board of Deutsche Annington
Immobilien SE have decided that Deutsche Annington Immobilien SE will
extend a voluntary public takeover offer (combined cash and exchange offer)
to the shareholders of GAGFAH S.A. relating to their no-par value
registered shares in GAGFAH S.A. with a nominal value of EUR 1.25 each (the
'GAGFAH Shares'). Deutsche Annington Immobilien SE intends, subject to the
final determination of the minimum price and the final terms in the offer
document as well as on the basis of GAGFAH S.A.'s current share capital, to
offer in exchange for 14 tendered GAGFAH S.A. Shares as consideration (i)
EUR 122.52 in cash ('Cash Consideration') as well as (ii) 5 new no-par
value registered shares of Deutsche Annington Immobilien SE with an
equivalent amount in share capital of Deutsche Annington Immobilien SE of
EUR 1.00 each (the 'Deutsche Annington Shares') ('Share Consideration').
Based on the XETRA closing price (Frankfurt Stock Exchange) of the Deutsche
Annington Immobilien SE Shares as of November 28, 2014, the combined cash
and exchange offer values each GAGFAH Share with EUR 18.00, constituting a
premium of 16.1% to the XETRA closing price (Frankfurt Stock Exchange) of
the GAGFAH S.A. Shares as of November 28, 2014. Based on the weighted
average price of Deutsche Annington Shares during the past three months
prior to the announcement of the takeover offer, the equity of GAGFAH S.A.
was valued at EUR 17.50 per GAGFAH Share, thus Deutsche Annington
Immobilien SE offers a premium of 18.1 % of the weighted average price of
the GAGFAH Shares during the past three months prior to the announcement of
the takeover offer.

The takeover offer will be made in accordance with the conditions set forth
in the offer document, presumably including, inter alia, the conditions of
the anti-trust authorities, a minimum acceptance level of 50% of the
outstanding GAGFAH Shares (taking into account possible share issuances
prior to the closing of the offer), registration of the implementation of
the necessary capital increase by Deutsche Annington Immobilien SE, absence
of capital measures and material acquisitions as well as absence of an
invitation to the general shareholders' meeting of GAGFAH S.A. The offer
document will be made available after the approval by the BaFin on the
internet at http://www.deutsche-annington.com/ under the heading 'Investor
Relations'. The exact deadline for the acceptance of the takeover offer
will be published on the same website. Subject to the approval by the
BaFin, the management board of Deutsche Annington Immobilien SE is
currently planning to publish the offer document on 19 December 2014.

Business combination agreement between Deutsche Annington Immobilien SE and
GAGFAH S.A.

In connection with the takeover offer, Deutsche Annington Immobilien SE and
GAGFAH S.A. have entered into a business combination agreement ('Business
Combination Agreement'). The Business Combination Agreement sets out
Deutsche Annington Immobilien SE's and GAGFAH S.A.'s common understanding
as to, among other things, the strategy and structure of the combined
company, the takeover offer process, the future composition of the
corporate bodies of Deutsche Annington Immobilien SE and GAGFAH S.A. and
the integration process.

The goal of the combination is to realise significant scale benefits of the
largest German housing company with a country-wide residential real estate
portfolio of around 350,000 units (including announced acquisitions) and a
complementary portfolio focus. Based on a common IT platform and
standardised processes, Deutsche Annington Immobilien SE's management board
believes economies of scale can be achieved, especially in the areas of
property management (including purchasing), portfolio management, extension
services, and financing. Deutsche Annington Immobilien SE's management is
estimating that total cost synergies from the combination will total an
amount of EUR 84 million per year, from which EUR 47 million from
operations and EUR 37 million from financing. Related one-off expenses are
estimated by Deutsche Annington Immobilien SE to be around EUR 310 million.

Based on the Business Combination Agreement, GAGFAH S.A. will support the
public takeover offer and will, subject to the review of the offer
document, recommend to its shareholders the acceptance of the offer.
Further, Deutsche Annington Immobilien SE will propose to its shareholders
to enlarge Deutsche Annington Immobilien SE's management board from three
to five members in order to appoint Mr. Thomas Zinnöcker deputy chairman of
Deutsche Annington Immobilien SE's management board and Mr. Gerald Klinck
member of Deutsche Annington Immobilien SE's management board. Further,
Deutsche Annington Immobilien SE will propose to its shareholders to
increase the number of the shareholders' representative in the supervisory
board of Deutsche Annington Immobilien SE to twelve members and to appoint
the current chairman of the board of directors of GAGFAH S.A., Mr. Gerhard
Zeiler, as well as two other members of the board of directors of GAGFAH
S.A., members of Deutsche Annington Immobilien SE's supervisory board. The
headquarter of the combined company will be in or near the city of Essen.

Deutsche Annington Immobilien SE and GAGFAH S.A. agreed to build an
integration committee co-chaired by Mr. Rolf Buch and Mr. Thomas Zinnöcker.
Potential overlaps in key business areas will be addressed in a fair and
cooperative process of integration to promptly begin realising scale
benefits in the event that the offer is accepted by  Shareholders of GAGFAH
S.A. Deutsche Annington Immobilien SE and GAGFAH S.A. agreed further to
respect employees' rights, as well as the rights of works councils and
trade unions, including GAGFAH S.A.'s existing social charta.

Dr. Wulf Bernotat and Mr. Gerhard Zeiler were appointed guarantors under
the Business Combination Agreement in order to monitor the future
compliance with and implementation of the Business Combination Agreement by
Deutsche Annington Immobilien SE and GAGFAH S.A.

Details of implementation of the takeover offer

The new shares to be offered by Deutsche Annington Immobilien SE shall be
created by a capital increase against contribution in kind and potentially
in cash. In each case the subscription rights of the shareholders of
Deutsche Annington Immobilien SE shall be excluded. Up to just under 95% of
the GAGFAH Shares, which will be acquired by Deutsche Annington Immobilien
SE from the shareholders of GAGFAH S.A. in connection with the takeover
offer or otherwise, will be contributed to Deutsche Annington Immobilien SE
by way of a capital increase against contribution in kind. If, in the
context of the exchange offer or otherwise, Deutsche Annington Immobilien
SE would acquire more than just under 95% of the shares in GAGFAH S.A., any
additional shares in Deutsche Annington Immobilien SE required for the
exchange will be issued by way of a capital increase against contribution
in cash. J.P. Morgan Securities plc ('Third-Party Bank') has undertaken to
provide the depository banks for the settlement of the takeover offer
('Exchange Trustees') with the funds necessary for the capital increase in
cash against the transfer of shares exceeding just under 95% of the GAGFAH
Shares. Deutsche Annington Immobilien SE does not intend to acquire more
shares than this in GAGFAH S.A.

The basis for the capital increase against contribution in kind and cash is
the combined authorised capital ('Combined Authorised Capital') resolved
upon by Deutsche Annington Immobilien SE's general shareholders' meetings
on 30 June 2013 and 9 May 2014. As resolved today by the management board,
with the approval of the supervisory board, the share capital of Deutsche
Annington Immobilien SE is to be increased through the utilisation of the
Combined Authorised Capital as follows:

  - from currently EUR 271,622,425.00 divided into currently 271,622,425
    no-par value registered shares (common shares), each representing a pro
    rata amount of the share capital of EUR 1.00, by up to EUR
    84,316,970.00  to up to EUR 355,939,395.00  by issuing up to 84,316,970
    no-par value registered shares (Stückaktien), each representing a pro
    rata amount of EUR 1.00 of the share capital against contribution in
    kind ('Offer Capital Increase Ia'), as well as

  - the amount of the share capital resulting from the implementation of
    the above capital increase against contribution in kind, may be further
    increased by a capital increase against contribution in cash by up to
    EUR 4,424,242.00 by issuing up to 4,424,242 no-par value registered
    shares (Stückaktien), representing a pro rata amount of EUR 1.00 of the
    share capital ('Offer Capital Increase Ib').

Furthermore, in case Deutsche Annington Immobilien SE and the Third-Party
Bank jointly hold at least 90% of the voting rights in GAGFAH S.A. after
the closing of the takeover offer, the shareholders of GAGFAH S.A., by
analogy to Article 16 para. 1 of the Luxembourg Takeover Act, may tender
their GAGFAH Shares during a three month period following the end of the
takeover offer. This may result in the need to deliver further shares of
the company after the implementation of the abovementioned Capital
Increase. In order to enable the exchange trustees to deliver the number of
Deutsche Annington Shares required according to the exchange ratio
described above in case of such an increase in the number of outstanding
GAGFAH Shares or the exercise of the tender right, further Deutsche
Annington Shares are to be created, where necessary, by way of the
utilisation of the Combined Authorised Capital of Deutsche Annington
Immobilien SE. These Deutsche Annington Shares will be issued against
contribution in kind, if the tendered GAGFAH Shares are acquired by
Deutsche Annington Immobilien SE, or against contribution in cash, if the
tendered GAGFAH Shares are acquired by the Third-Party Bank and not by
Deutsche Annington Immobilien SE.

Therefore, the management board of Deutsche Annington Immobilien SE, with
the approval of the supervisory board, has resolved to increase the share
capital of Deutsche Annington Immobilien SE by utilizing the Combined
Authorised Capital by up to EUR 88,741,212 ('Offer Capital Increase II'),
provided that the sum of the Offer Capital Increase II, the Offer Capital
Increases Ia and Ib shall not exceed a total of EUR 88,741,212.00 and the
corresponding total sum of 88,741,212 new Deutsche Annington Shares. The
exact amount and nature of the contribution (cash and/or kind) of the
capital increases will be determined by the needs arising from the takeover
offer and which number of GAGFAH Shares are tendered to Deutsche Annington
Immobilien SE according to the provisions of Luxembourg law.

The management board, with the consent of the supervisory board, has
resolved to secure the financing of the Cash and Share Considerations and
the transaction costs through equity and debt measures, in particular the
issuance of new shares from Deutsche Annington Immobilien SE's authorized
capital and the conclusion of a so called Syndicated Bridge Facilities
Agreement. The Syndicated Bridge Facilities Agreement has been entered into
among and between Deutsche Annington Finance B.V., a subsidiary of Deutsche
Annington Immobilien SE, as borrower, J.P. Morgan Limited, as arranger,
JPMorgan Chase Bank N.A., as original lender, J.P. Morgan Europe Limited,
as agent and Deutsche Annington Immobilien SE, as guarantor. With the
facility, Deutsche Annington Immobilien SE will have sufficient cash to
fulfil all of its payment obligations resulting from or in connection with
the exchange offer. Further, additional funds are available to Deutsche
Annington Immobilien SE for possible refinancings of GAGFAH S.A.'s
financing instruments. Deutsche Annington Immobilien SE intends to use
short-term or medium-term market opportunities to finance parts of the
upcoming payment obligations via the capital markets.

Important information:

This announcement is neither an offer to exchange nor a solicitation of an
offer to exchange shares in GAGFAH S.A.. Moreover, the announcement is
neither an offer to purchase nor a solicitation to purchase shares in
Deutsche Annington Immobilien SE. The final terms and further provisions
regarding the public takeover offer will be disclosed in the offer document
after the publication has been approved by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).
Furthermore, Deutsche Annington Immobilien SE reserves the right to deviate
in the final terms of the public takeover offer from the basic information
described herein. Investors and holders of shares in GAGFAH S.A. are
strongly recommended to read the offer document and all documents in
connection with the public takeover offer as soon as they are published,
since they will contain important information.

Subject to the exceptions described in the offer document as well as any
exemptions that may be granted by the relevant regulators, a public
takeover offer will not be made directly or indirectly, in any jurisdiction
where to do so would constitute a violation against the national laws of
such jurisdiction.

The shares in Deutsche Annington Immobilien SE have not been nor will they
be registered under the U.S. Securities Act of 1933 as amended or with any
securities regulatory authority of a state or any other jurisdiction in the
USA. Therefore, subject to certain exceptions, shares in Deutsche Annington
Immobilien SE must not be offered or sold within the USA or any other
jurisdiction where to do so would constitute a violation of the laws of
such jurisdiction. There will be no registration of the shares in Deutsche
Annington Immobilien SE mentioned herein pursuant to the relevant laws in
the USA. If, in the opinion of Deutsche Annington Immobilien SE, the
Deutsche Annington Shares may neither be offered nor transferred to a U.S.
shareholder pursuant to the provisions of the U.S. Securities Act of 1933,
such U.S. shareholder who has validly accepted the offer will, in lieu of
the number of Deutsche Annington Shares to which he is entitled, receive a
corresponding cash amount in Euro from the sale of the respective number of
Deutsche Annington Shares.

To the extent permissible under applicable law or regulation, and in
accordance with normal German market practice, Deutsche Annington
Immobilien SE or its brokers may purchase, or conclude agreements to
purchase, shares in GAGFAH S.A., directly or indirectly, out of the public
takeover offer, before, during or after the period in which the offer
remains open for acceptance. This applies to other securities which are
directly convertible into, exchangeable for, or exercisable for shares in
GAGFAH S.A. These purchases may be completed via 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 Germany or any other relevant jurisdiction.

If any announcements in this document contain forward-looking statements,
such statements do not represent facts and are characterized by the words
'will', 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or
similar expressions. Such statements express the intentions, opinions or
current expectations and assumptions of Deutsche Annington Immobilien SE
and the persons acting together with Deutsche Annington Immobilien SE. Such
forward-looking statements are based on current plans, estimates and
forecasts which Deutsche Annington Immobilien SE and the persons acting
together with Deutsche Annington Immobilien SE have made to the best of
their knowledge, but which do not claim to be correct in the future.
Forward-looking statements are subject to risks and uncertainties that are
difficult to predict and usually cannot be influenced by Deutsche Annington
Immobilien SE or the persons acting together with Deutsche Annington
Immobilien SE. It should be kept in mind that the actual events or
consequences may differ materially from those contained in or expressed by
such forward-looking statements.


01.12.2014 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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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
 
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