DGAP-Adhoc: WCM Beteiligungs- und Grundbesitz-AG: Four

WCM Beteiligungs- und Grundbesitz-AG / Key word(s): Real Estate/Capital Increase 08.12.2014 22:42 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad-hoc disclosure pursuant to Section 15 German Securities Trading Act WCM AG acquires four commercial properties and adopts resolution to carry out a cash and non-cash capital increase from authorised capital - Agreements for the acquisition of three office properties and one industrial property signed - Price of the property portfolio totals EUR 80.9 million - Financing through cash capital increase by up to 14.4 million new shares and non-cash capital increase by 4.9 million shares and a bank loan of EUR 45.5 million - Total funding of the transaction already secured WCM Beteiligungs- und Grundbesitz-AG ("WCM AG"; WKN A1X3X3, ISIN DE 000 A1X3X33) today signed a binding purchase agreement for three commercial properties in Bonn, Düsseldorf and Frankfurt am Main and an equity contribution agreement for a commercial property in Bremerhaven. WCM AG also announced that its Management Board and Supervisory Board adopted a resolution to carry out a combined cash and non-cash capital increase utilising existing authorised capital. The total lettable space of the property portfolio amounts to approx. 90,100 sqm. Rental income totals approx. EUR 5.7 million p.a. The occupancy rate is 89.7%, and the leases have an average remaining term of 6 years. The three office properties in Bonn, Düsseldorf and Frankfurt am Main were acquired from GE Real Estate Property GmbH and its associated companies under a share deal for a proportionate purchase price of EUR 64 million. The acquisition of the 94.9% share in the respective property companies will be financed primarily through a cash capital increase of up to EUR 18.8 million and a bank loan of EUR 45.5 million. Completion of the transaction is scheduled for the first quarter of 2015. The acquisition of the industrial property in Bremerhaven is to be funded through a non-cash capital increase by contributing a 92.9% equity interest in the property company. In return for their shares in the property company to be contributed, the contributing parties will receive 4.9 million new shares of WCM AG based on a fair value of EUR 2.70 per share as part of the non-cash capital increase. These shares are subject to a lock-up period until 31 December 2015. The Bremerhaven transaction is to be executed by the end of December 2014. The cash capital increase will be implemented at a subscription ratio of 1:1 and a subscription price of EUR 1.30 per share. The subscription period, which is to commence shortly, will be announced in a separate news release published by the company. The new shares issued under the cash and non-cash capital increase carry dividend rights for the full 2014 financial year. As is the case with the existing shares of WCM AG, the new shares are to be listed on the regulated market (General Standard) of the Frankfurt Stock Exchange, among others. Press contact: edicto GmbH Axel Mühlhaus/ Dr. Sönke Knop 069-905505-51 wcm@edicto.de This publication represents neither an offer to sell nor an invitation to purchase or subscribe to securities. Such offer will take place solely through, and on the basis of, a securities prospectus to be published following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - "BaFin"). Only the securities prospectus will contain the information to investors required by law. The securities prospectus will be made available on the issuer's website [www.wcm.de], from a date still to be determined, and will be available free of charge from the issuer during normal business hours. This publication is not destined for distribution or dissemination in the United States of America, either directly or indirectly, or within the United States of America and may not be distributed or passed to "U.S. persons" (as defined in Regulation S of the U.S. Securities Act of 1993, as amended from time to time (the "Securities Act")), or to publications with a general distribution in the United States of America. This publication represents neither an offer nor an invitation to make an offer to purchase securities in the United States of America, neither is it part of such offer or invitation. The securities are not, and will not be, registered in accordance with the provisions of the Securities Act and may only be sold or offered for purchase in the United States of America subject to prior registration in accordance with the provisions of the Securities Act, as amended, or on the basis of an exemption if they have not previously been registered. The issuer does not intend to register the offer of shares - in full or in part - in the United States of America, or to carry out a public offer in the United States of America. No prospectus was published or will be published in the United Kingdom for the securities to which this publication relates. Therefore, this publication exclusively addresses, and may only be distributed to "qualified investors". Qualified investors are those who have (i) professional experience in investment transactions as defined in Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) are high net worth entities as defined in Article 49(2)(a) to (d) of the Order; or (iii) whose circumstances correspond to other persons to whom the document may be legally transmitted (all these persons are identified collectively as "relevant persons"). Furthermore, this publication is exclusively destined for those persons in EEA member states outside Germany who are qualified investors as defined by Article 2 (1) (e) of the Prospectus Directive (Directive 2003/71/EC, as amended) ("qualified investors"). Any investment or investment activity in connection with this publication is only accessible to, and will only be entered into with (i) relevant persons in the United Kingdom or (ii) qualified investors in EEA member states outside Germany. Any other persons who receive this publication within a member state of the EEA other than Germany should not refer to this publication, or act on the basis of it. 08.12.2014 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: WCM Beteiligungs- und Grundbesitz-AG Friedrich-Ebert-Anlage 36 60325 Frankfurt am Main Germany Phone: +49 (0)69 244 333 199 Fax: +49 (0)3212/4243 773 E-mail: info@wcm.de Internet: www.wcm.de ISIN: DE000A1X3X33 WKN: A1X3X33 Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (General Standard), Hamburg, Stuttgart; Freiverkehr in München End of Announcement DGAP News-Service ---------------------------------------------------------------------------