DGAP-Adhoc: Deutsche Annington Immobilien SE: Voluntary

Deutsche Annington Immobilien SE / Key word(s): Offer 21.01.2015 15:20 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. --------------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Deutsche Annington Immobilien SE ("Deutsche Annington") announces in connection with its voluntary public takeover offer (the "Offer") for the shares (the "GAGFAH Shares") in GAGFAH S.A., Luxembourg ("GAGFAH"), that the number of GAGFAH Shares for which the Offer has been accepted plus the number of financial or other instruments relating to GAGFAH Shares (including the convertible bonds issued by GAGFAH on May 20, 2014) in the meaning of the financial or other instruments referred to in sect. 25, 25a of the German Securities Trading Act (Wertpapierhandelsgesetz) which could lead to an acquisition of GAGFAH Shares (the "Financial Instruments") held by Deutsche Annington amounted to 160,697,636 GAGFAH Shares on January 21, 2015 at 14:00 hours (CET) ("Reference Date"). This corresponds to a proportion of 74.41% of the currently issued share capital and the currently existing voting rights of GAGFAH. Accordingly, the minimum acceptance level condition contained in the offer document published on December 19, 2014 (the "Offer Document") has been met (assuming that GAGFAH's share capital will not be increased before the end of the acceptance period (January 21, 2015, 24:00 (CET)). Deutsche Annington expects to publish a final announcement with the definitive acceptance level on January 26, 2015. As at the Reference Date, the Offer has been accepted for 135,737,487 GAGFAH Shares, i.e., 62.86% of the currently issued share capital and currently existing voting rights of GAGFAH. Further, Deutsche Annington held as at the Reference Date Financial Instruments that could lead to an acquisition of about 24,960,149 GAGFAH Shares, i.e., 11.56% of the currently issued share capital and currently existing voting rights of GAGFAH. Assuming the occurrence of a change of control in the meaning of the terms and conditions of the convertible bonds issued by GAGFAH on May 20, 2014 and the fulfilment of all conditions of the Offer on January 21, 2015, the total number of GAGFAH Shares would be increased from 215,952,555 by 30,478,854 GAGFAH Shares to 246,431,409 GAGFAH Shares (or a total share capital of EUR 307,739,261.25) if the conversion rights under the convertible bonds were exercised in full. The proportion of GAGFAH Shares for which the Offer has been accepted as at the Reference Date plus the GAGFAH Shares that can be acquired under the Financial Instruments held by Deutsche Annington as at the Reference Date would amount to about 65.21% of such increased number of GAGFAH Shares (and of such increased share capital of GAGFAH). In addition to the fulfilment of the minimum acceptance level condition, the Offer is also subject to the approval of the anti-trust authorities and several other conditions contained in the Offer Document. Important information: This announcement is neither an offer to exchange nor a solicitation of an offer to exchange shares in GAGFAH. Moreover, the announcement is neither an offer to purchase nor a solicitation to purchase shares in Deutsche Annington. The final terms and further provisions have been disclosed in the offer document approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of GAGFAH Shares are strongly recommended to read the offer document and all documents in connection with the public takeover offer, as soon as they have become public, since they contain important information. Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made directly or indirectly, in any jurisdiction where to do so would constitute a violation against the national laws of such jurisdiction. The shares in Deutsche Annington have not been nor will they be registered under the U.S. Securities Act of 1933 as amended or with any securities regulatory authority of a state or any other jurisdiction in the USA. Therefore, subject to certain exceptions, shares in Deutsche Annington must not be offered or sold within the USA or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. There will be no registration of the shares in Deutsche Annington mentioned herein pursuant to the relevant laws in the USA. If, in the opinion of Deutsche Annington, shares in Deutsche Annington may neither be offered nor transferred to a U.S. shareholder pursuant to the provisions of the U.S. Securities Act of 1933, such U.S. shareholder who has validly accepted the offer will, in lieu of the number of shares in Deutsche Annington to which he is entitled, receive a corresponding cash amount in Euro from the sale of the respective number of shares in Deutsche Annington. To the extent permissible under applicable law or regulation, and in accordance with ordinary German market practice, Deutsche Annington or its brokers may purchase, or conclude agreements to purchase, GAGFAH Shares, directly or indirectly, out of the public takeover offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for GAGFAH Shares. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction. If any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Deutsche Annington and the persons acting together with Deutsche Annington. Such forward-looking statements are based on current plans, estimates and forecasts which Deutsche Annington and the persons acting together with Deutsche Annington have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Deutsche Annington or the persons acting together with Deutsche Annington. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. 21.01.2015 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: Deutsche Annington Immobilien SE Münsterstraße 248 40470 Düsseldorf Germany Phone: +49 234 314 2384 Fax: +49 234 314 888 2384 E-mail: investorrelations@deutsche-annington.com Internet: www.deutsche-annington.com ISIN: DE000A1ML7J1 WKN: A1ML7J Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------