DGAP-Adhoc: LEG Immobilien AG: Launch of approx. EUR 300

LEG Immobilien AG / Key word(s): Corporate Action 07.04.2014 07:32 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, ITALY, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW. This announcement is an advertisement and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Italy, Canada, Japan, South Africa or Australia or any jurisdiction in which offers or sales of the securities would be prohibited by applicable law. 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. LEG Immobilien AG: Launch of approx. EUR300m convertible bond offering Düsseldorf, April 7, 2014 - The Management Board of LEG Immobilien AG ("LEG") resolved today, with the consent of the Supervisory Board, to launch an offering (the "Offering") of senior, unsecured convertible bonds, due 2021, for an aggregate nominal amount of approx. EUR 300 million (the "Bonds") and by excluding shareholders' pre-emptive rights (Bezugsrechte). The Bonds will be convertible into new and/or existing ordinary registered shares of LEG (the "Shares"). With this transaction, LEG continues to seek to diversify its sources of funding that are accretive to its financial profile. The net proceeds from the issuance of the Bonds will increase LEG's financial flexibility and support the acceleration of LEG's proven growth strategy. The Bonds will have a maturity of 7.2 years and will be issued and redeemed at 100% of their principal amount. The Bonds will be offered with a coupon between 0.125% and 0.875% per annum, payable semi-annually in arrear, and a conversion premium between 30% and 35% above the reference share price, being the volume-weighted average price of the Shares on XETRA between launch and pricing of the Offering. Pricing of the Offering is expected to take place today following an accelerated bookbuilding process with settlement on or around April 10, 2014. LEG intends to apply for inclusion of the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange no later than one month after the settlement of the Offering. The Bonds will be offered only to institutional investors outside the US, Canada, Australia, Italy, South Africa, Japan or any other jurisdiction in which offers or sales of the securities would be prohibited by applicable law. About LEG With more than 95,000 rental properties and more than 260,000 tenants, LEG is one of Germany's leading housing companies. It has a comprehensive presence in North Rhine-Westphalia with nine branches, 16 customer centres and approximately 100 tenant offices providing personal local services. LEG generated rental and letting income of more than EUR530 million in the 2013 financial year. Disclaimer The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require LEG or any of their respective affiliates, or any person acting on behalf of thereof, to prepare or register any prospectus or offering document relating to the securities referred to herein in such jurisdiction. This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions. and persons into whose possession any document or other information referred to herein comes 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 announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities to any person in the United States, Italy, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended or the laws of any state within the United States or under the applicable securities laws of Italy, Australia, Canada, South Africa or Japan, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Italy, Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Italy, Australia, Canada, South Africa or Japan. There will be no public offer of the securities referred to herein in the United States, Italy, Australia, Canada, South Africa or Japan. The offer referred to herein when made in member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "relevant member state"), is only addressed to and directed at persons who are "qualified investors" as defined in 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. In the United Kingdom, this announcement is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect LEG's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made. LEG and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. The date of admission of the convertible bonds and the shares issued upon conversion to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on LEG's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the convertible bond offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the convertible bonds offering for the person concerned. 07.04.2014 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: LEG Immobilien AG Hans-Böckler-Stra�e 38 40476 Düsseldorf Germany Phone: +49 (0) 211 / 4568 - 0 Fax: +49 (0) 211 / 4568 - 261 E-mail: Internet: www.leg-nrw.de ISIN: DE000LEG1110 WKN: LEG111 Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------