DGAP-News: WCM Beteiligungs- und Grundbesitz-AG: Combined

DGAP-News: WCM Beteiligungs- und Grundbesitz-AG / Key word(s): Capital Increase WCM Beteiligungs- und Grundbesitz-AG: Combined cash and non-cash share capital increase exceeding EUR 19 million 09.12.2014 / 14:35 --------------------------------------------------------------------- WCM Beteiligungs- und Grundbesitz-AG plans cash and non-cash capital increase - Subscription period for existing shareholders for the cash capital increase: 10 - 23 December 2014 - At EUR 1.30, subscription price for the cash capital increase significantly below current share price - Capital to be used to buy initial commercial property portfolios, as already agreed - Extensive subscription and financing commitments made by existing shareholders - CEO Efremidis will subscribe for up to 2.3 million unsubscribed shares Frankfurt, 9 December 2014 - WCM Beteiligungs- und Grundbesitz-AG (ISIN: DE000A1X3X33) announced that it will mark the resumption of operations and the purchase of initial commercial property portfolios with a combined cash and non-cash capital increase. The Management Board and Supervisory Board of WCM Beteiligungs- und Grundbesitz-AG (WCM AG) resolved yesterday to increase the company's share capital from authorised capital by up to 14,441,269 shares against cash contributions with pre-emptive rights for existing shareholders. In addition, the share capital is to be increased from authorised capital by a further 4,900,000 shares against non-cash contributions excluding pre-emptive rights for existing shareholders. In total, the company's share capital will thus be increased to up to EUR 33,782,538, divided into the same number of no par value shares. The Federal Financial Supervisory Authority (BaFin) has today approved the corresponding securities prospectus. During the subscription period from 10 December 2014 to 23 December 2014, existing shareholders of WCM AG can subscribe for new shares at a ratio of 1:1 and for a subscription price of EUR 1.30. This subscription price is about 30 percent lower than the current share price. Over-subscription is possible. Subscription rights trading on the Frankfurt Stock Exchange is planned from 10 December to 19 December. During the subscription period, unsubscribed shares will be offered to qualified investors for subscription at the same price in a private placement. The two capitalisation measures will be used for the purchase of four commercial properties with an aggregate lettable space of around 90,100 m² and an occupancy rate of 89.7 percent (see ad hoc disclosure dated 8 December 2014). The sellers of the properties located in Bonn, Düsseldorf and Frankfurt am Main are GE Real Estate Property GmbH and its associates; one property in Bremerhaven will be acquired from private holdings. The total price is EUR 80.9 million. Nearly 60 percent of this will be financed by bank loans that have already been agreed, while the remainder of the purchase price shall be paid primarily with the cash proceeds from the capital increase and with shares from the non-cash capital increase, which will be issued at EUR 2.70. These new shares from the non-cash capital increase will be subject to a lock-up period until the end of 2015 and cannot be sold before then. Stavros Efremidis, CEO of WCM AG, has submitted a binding commitment to subscribe for an amount of up to 2.3 million unsubscribed shares. This corresponds to around 16 percent of the shares offered in the capital increase. To give WCM AG adequate planning certainty for executing the transactions, existing shareholders have also submitted extensive purchase commitments for shares as well as binding financing commitments. Together with the bank loans, these meet all of the company's financing needs for the acquisition of the properties. Stavros Efremidis, CEO of WCM AG: "The two capitalisation measures will give our company a financial structure that will put it on a solid footing for our real estate operations. This marks the beginning of a new phase in the history of WCM AG. Thanks to the extensive financing commitments, successful implementation of the initial transactions is already secured. I am delighted by the vote of confidence of the shareholders who will accompany us on this path." Press contact: edicto GmbH Axel Mühlhaus/ Dr. Sönke Knop 069-905505-51 wcm@edicto.de Disclaimer 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, the securities prospectus as approved 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 is available on the issuer's website [www.wcm.de] 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. This publication is not an offer to purchase securities in Canada, Japan or Australia. --------------------------------------------------------------------- 09.12.2014 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. 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 Beteiligungsund 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 News DGAP News-Service --------------------------------------------------------------------- 303803 09.12.2014