DGAP-News: Deutsche Wohnen AG: Deutsche Wohnen AG

DGAP-News: Deutsche Wohnen AG / Key word(s): Offer Deutsche Wohnen AG: Deutsche Wohnen AG Implements EUR 117.3 Million Capital Increase - Last Offer Condition for Voluntary Public Takeover Offer to Shareholders of GSW Immobilien AG Satisfied 27.11.2013 / 15:02 --------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM THE USA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THE USA OR SUCH JURISDICTION. Deutsche Wohnen AG Implements EUR 117.3 Million Capital Increase - Last Offer Condition for Voluntary Public Takeover Offer to Shareholders of GSW Immobilien AG Satisfied Frankfurt am Main / Berlin, 27 November 2013. Deutsche Wohnen AG announces the successful implementation of the capital increase against contribution in kind that was resolved on by the extraordinary general meeting on 30 September 2013. With the implementation of the capital increase, the last offer condition for the voluntary public takeover offer to the shareholders of GSW Immobilien AG has been satisfied. The implementation of the capital increase was registered with the commercial register today. Following the capital increase, the share capital of Deutsche Wohnen AG is increased by EUR 117,309,588 from EUR 168,907,143.00 to EUR 286,216,731 through the issuance of 117,309,588 new no-par value ordinary bearer shares, each with a notional par value of EUR 1.00. The contribution in kind comprises 46.003.760 no-par value ordinary bearer shares of GSW Immobilien AG, each with a notional par value of EUR 1.00. The new shares carry full dividend rights from the fiscal year 2014 onwards. The new shares will be delivered to the previous shareholders of GSW Immobilien AG who tendered their shares within the next days. The start of trading of the new shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange under the securities identification number ISIN DE000A1X3R56/WKN A1X3R5 (securities identification number of Deutsche Wohnen AG's bearer shares currently included in the trading on the regulated market: ISIN DE000A0HN5C6/WKN A0HN5C) is expected to take place on 28 November 2013. Deutsche Wohnen Deutsche Wohnen is one of the largest publicly listed residential property companies in Germany with a business focus on managing and developing its residential property portfolio. As at 30 September 2013 the portfolio comprises 89,810 units in total, of which 88,695 are residential units and 1,115 are commercial properties. The company is listed on the Deutsche Börse's MDAX and is also included in the leading indices EPRA/NAREIT and GPR 250. Disclaimer This publication may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan 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 into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. 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, an offer to purchase any securities or a solicitation of an offer to purchase securities in the United States, 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 mentioned herein (including the convertible bonds and the Deutsche Wohnen AG shares to be delivered at conversion) may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Deutsche Wohnen AG does not intend to register any portion of any offering of its securities in the United State or to conduct an offering of its securities in the United States. A tender offer for the sale of GSW-Convertible Bonds is not being made within the United States or to, or for the account or benefit of, persons located or resident in the United States. In the United Kingdom, this document is only being distributed to and 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 is directed only at Relevant Persons and 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 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. 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. 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 Wohnen AG 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 Wohnen AG 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 Wohnen AG does not assume any obligation to update such forward-looking statements and to adjust them to any future results and developments. Contact: +49 (0)30 / 89786 - 551 End of Corporate News --------------------------------------------------------------------- 27.11.2013 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. 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 Wohnen AG Pfaffenwiese 300 65929 Frankfurt Germany Phone: +49 (0)30 89786-0 Fax: +49 (0)30 89786-507 E-mail: ir@deutsche-wohnen.com Internet: http://www.deutsche-wohnen.com ISIN: DE000A0HN5C6, DE0006283302 WKN: A0HN5C, 628330 Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of News DGAP News-Service --------------------------------------------------------------------- 241970 27.11.2013