DGAP-News: OCM German Real Estate Holding AG: BaFin

DGAP-News: OCM German Real Estate Holding AG / Key word(s): Corporate Action OCM German Real Estate Holding AG: BaFin approves offering prospectus for the admission to trading and the cash capital increase in connection with the merger of Prime Office REIT-AG into OCM German Real Estate Holding AG 20.01.2014 / 14:45 --------------------------------------------------------------------- BaFin approves offering prospectus for the admission to trading and the cash capital increase in connection with the merger of Prime Office REIT-AG into OCM German Real Estate Holding AG (the future 'Prime Office AG') - Announcement of additional offer details scheduled for 28 January 2014 Cologne 20 January 2014. OCM German Real Estate Holding AG (the future 'Prime Office AG') announces that the German Financial Supervisory Authority (BaFin) today approved the offering prospectus for the admission of the existing shares of OCM German Real Estate Holding AG to trading, the capital increase designed to create the shares to be granted under the merger to the shareholders of Prime Office REIT-AG and the cash capital increase announced on 13 January 2014. Prime Office AG plans to publish the number of new shares to be issued for the cash capital increase and the subscription ratio in the form of a supplement to the offering prospectus on 28 January 2014. Subject to approval of the supplement to the offering prospectus by the BaFin, the subscription period for the new shares is scheduled to commence most likely on 29 January 2014 and end most likely on 11 February 2014. The approved offering prospectus is available free of charge on the Internet on www.ocmgermanrealestateholding.de and, during normal business hours, from the issuer as well as from Joh. Berenberg, Gossler & Co. KG, Neuer Jungfernstieg 20, 20354 Hamburg, Germany. Berenberg, Kempen & Co and UBS Investment Bank act as underwriters (global coordinators) of the cash capital increase. Contacts OCM German Real Estate Holding AG (the future Prime Office AG) Richard Berg Head of Investor Relations & Corporate Communications Maarweg 165 50825 Cologne Germany Telephone +49 172 / 815 20 50 Facsimile +49 221 / 888 29 199 DISCLAIMER This document constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities. Any such offer is being made solely on the basis of the securities prospectus approved by, published and registered with the German Financial Supervisory Authority (BaFin). The information legally required to be provided to investors is contained only in the securities prospectus. The information contained herein is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions of any State of the United States of America or the District of Columbia) and must not be distributed to 'U.S. persons' (as defined in Regulation S of the U.S. Securities Act of 1933, as amended ('Securities Act')) or publications with a general circulation in the United States of America. This document is not an offer of securities for sale in the United States of America. The securities have not been and will not be registered under the Securities Act and may not be offered or sold absent registration or an exemption from registration under the Securities Act. The Issuer does not intend to register any portion of the offering in the United States of America or to conduct a public offering of the securities in the United States of America. The shares that are the subject of the offer will be offered publicly only in the Federal Republic of Germany following approval of the prospectus. With respect to each other Member State of the European Economic Area that has implemented the EC Directive 2003/71/EC of the European Parliament and of the Council dated November 4, 2003 (the 'Prospectus Directive') (hereinafter referred to as the 'Relevant Member State'), the shares being subject of the offer will not be publicly offered in such Relevant Member State. The shares being offered may however be offered to certain qualified investors within the Relevant Member State pursuant to certain exceptions set forth in the Prospectus Directive, provided these exceptions have been implemented in the Relevant Member State.The shares that are the subject of the offer are not being offered or sold to any person in the United Kingdom, other than to qualified investors as defined in Section 86(7) of the Financial Services and Markets Act 2000, being persons falling within Article 2.1(E)(i), (ii) or (iii) of Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003 (Prospective Directive), which includes legal entities which are regulated by the Financial Conduct Services Authority and entities which are not so regulated whose corporate purpose is solely to invest in securities and who also fall within the definition of 'Investment Professionals' in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the 'FPO') and high net worth entities falling within Article 49(2)(a) to (d) of the FPO. This document is not an offer of securities for sale in the United States of America, Canada, Japan or Australia. End of Corporate News --------------------------------------------------------------------- 20.01.2014 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: OCM German Real Estate Holding AG Maarweg 165 50825 Köln Germany Phone: +49 (0)221 88829 100 Fax: +49 (0)221 88829 299 E-mail: info@prime-office.de ISIN: DE000PRME020 WKN: PRME02 Listed: Regulierter Markt in Frankfurt (Prime Standard) Notierung vorgesehen / designated to be listed End of News DGAP News-Service --------------------------------------------------------------------- 248672 20.01.2014