DGAP-Adhoc: WESTGRUND Aktiengesellschaft decides to issue

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News Desk 2018

Apr 3, 2014 at 9:15 AM

DGAP-Adhoc: WESTGRUND Aktiengesellschaft decides to issue Convertible Bonds 2014/2016

WESTGRUND Aktiengesellschaft / Key word(s): Bond 03.04.2014 15:08 Dissemination of an Ad hoc announcement according to Â§ 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- WESTGRUND Aktiengesellschaft, Berlin, announces that today its management board has decided with the approval of the supervisory board to issue bonds with conversion rights and mandatory conversion at the end of term with a principal amount of EUR 19,860,000.00. The bonds are expected to be issued on 23 April 2014 and the end of term will be on 22 April 2016. During the term of the bonds, the bondholders have the vested right to convert the bonds within the conversion windows into non-par value shares in WESTGRUND Aktiengesellschaft corresponding to a fraction of the share capital of EUR 1.00 each. The bonds will bear interest at the rate of 5% per annum on their principal amount. The conversion ratio is EUR 3.70 (nominal) to one share. WESTGRUND Aktiengesellschaft has increased its portfolio to 7,000 apartment units after acquisition of 1,228 apartments in December 2013 und 803 apartment units in Januar 2014 financed with the proceeds of the latest capital increases. The proceeds of the issue of the convertible bonds shall especially serve the financing of further growth by acquisitions and for general business purposes. Due to this measure the company expects to be in a good position to advance the expansion of its portfolio in 2014 keeping in line with an adequate structure of re-financing. The decision of the management board to issue the convertible bonds is based on the authorisations of the shareholders' meetings on 19 December 2011 and on 24 August 2012. The shareholders of WESTGRUND Aktiengesellschaft will be granted indirect subscription rights for up to 19,860,000 convertible bonds with a nominal value of EUR 1.00 each. The subscription ratio is 4:3 which means that the shareholders are entitled to receive 3 bonds for 4 shares each bond for a subscription price of EUR 1.00. Only an integer number of bonds may be obtained. In accordance with Â§ 1 subseq. 2 no. 4 German Securities Prospectus Act, the bonds will be offered to the shareholders without issuing a securities prospectus. In this specific case, the company enables new investors an investment in WESTGRUND Aktiengesellschaft as several major shareholders have transferred their subscriptions rights out of 19,867,612 shares to IKB Deutsche Industriebank AG, Duesseldorf, in order to allow for a private placement of the corresponding number of bonds. A further shareholder has waived its subscription rights out of 2,000 shares in order to enable an even subscription ratio. Thus, before the beginning of the subscription period (which is expected to start on 8 April 2014) the company will offer the complete 19,860,000 bonds to institutional investors for purchase at the subscription price by way of a private placement and a bookbuilding-procedure subject to claw back ("Pre-Placement subject-to-claw-back"). In the context of the private placement, the bonds will be allocated subject to claw back which means that the bonds that have been subscribed to in the subscription offer will reduce retroactively the number of bonds allocated to the investors in the private placement. As far as the bondholders will not exert their conversion rights, the company will mandatorily convert the outstanding bonds at the end of term, excluding interest accrued in accordance with the terms and conditions of the bonds and in accordance with the conversion ratio into non-par-value shares of WESTGRUND Aktiengesellschaft each share corresponding to a fraction of the share capital of EUR 1.00. The conversion ratio can be amended, e.g. according to subsequent capital increases. In the course of the subscription offer, WESTGRUND Aktiengesellschaft offers up to 4,959,291 bonds with conversion rights and with mandatory conversion into non-par-value shares of the company with a total nominal amount of up to EUR 4,959,291.00 (ISIN DE000A11QPV2 / Security Identification Number A11QPV) to all shareholders. Baader Bank AG, Unterschleissheim, was mandated to administer the subscription offer. The respective subscription offer document is expected to be published in the German Federal Gazette on 7 April 2014. The subscription period is expected to start on 8 April 2014 and to end on 22 April 2014 (3.00 p.m. (CEST). It is intended to apply for the inclusion of the bonds in the open market at Boerse Duesseldorf presumably on 23 April 2014. IKB Deutsche Industriebank AG and Baader Bank AG serve as Joint Lead Managers for the issuance of the bonds. Moreover, IKB Deutsche Industriebank AG acts as Global Coordinator. Management Board 03.04.2014 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: WESTGRUND Aktiengesellschaft Joachimstalerstrasse 34 10719 Berlin Germany Phone: +49 30 639 619 20 Fax: +49 30 639 619 228 E-mail: krienen@westgrund.de Internet: www.westgrund.de ISIN: DE000A0HN4T3 WKN: A0HN4T Listed: Regulierter Markt in DÃ¼sseldorf; Freiverkehr in Berlin, Hamburg, Stuttgart; Frankfurt in Open Market End of Announcement DGAP News-Service ---------------------------------------------------------------------------

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