DGAP-Adhoc: HAMBORNER REIT AG resolves upon a capital

HAMBORNER REIT AG / Key word(s): Capital Increase/Corporate Action 12.09.2016 08:52 Disclosure of an inside information according to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad hoc-Notification pursuant to Article 17 MAR HAMBORNER REIT AG, Goethestrasse 45, 47166 Duisburg, 12 September 2016 HAMBORNER REIT AG resolves upon a capital increase of up to 17,715,032 new shares The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States of America, Canada, Japan or Australia. Today, the management board of HAMBORNER REIT AG has resolved with the consent of the supervisory board to increase the share capital against cash contributions with subscription rights for shareholders of the company. The share capital will be increased by making use of the Authorised Capital II through the issue of up to 17,715,032 new, no par value bearer shares against cash contributions. The new shares will have a notional value of EUR 1.00 each and carry full dividend rights from 1 January 2016. In accordance with the subscription ratio of 7 to 2, shareholders may subscribe two new shares at the subscription price for seven existing shares. The subscription price per new share is EUR 9.40, which corresponds to a discount of 8.4% to the XETRA-closing price of the shares of HAMBORNER REIT AG on 9 September 2016 (EUR 10.26). Assuming that all New Shares are subscribed or acquired, gross proceeds for the Company amount to approximately EUR 166.5 million. The company intends to principally use the proceeds of the offering to finance acquisitions of additional properties in accordance with HAMBORNER's corporate strategy. Joh. Berenberg, Gossler & Co. KG acts as Sole Global Coordinator and as Joint Bookrunner alongside Bankhaus Lampe KG and Kempen & Co N.V. The Joint Bookrunners will subscribe for the new shares and offer them for subscription to the shareholders of the Company during the subscription period from, and including, 13 September 2016 to, and including, 26 September 2016 according to the subscription ratio at the subscription price. The subscription rights (ISIN DE000A2BPLV3 WKN A2B PLV) for the New Shares will be traded during the period from 13 September 2016 until, and including, 22 September 2016 (until about 12:00h noon CEST), on the regulated market (XETRA and XETRA Frankfurt Specialist) of the Frankfurt Stock Exchange. The largest single shareholder of HAMBORNER REIT AG, RAG Stiftung (9.78% of the share capital), has agreed in advance to exercise all of its subscription rights. The Company has agreed vis-à-vis the Underwriters to a market customary lock-up of six months following the inclusion of the New Shares to the current quotation. Any new shares not subscribed may be offered after expiry of the subscription period by way of a private placement to qualified investors within and outside of the Federal Republic of Germany. The commencement of trading of the new shares on the regulated market of the stock exchanges of Frankfurt and Düsseldorf is expected to start on 29 September 2016. With respect to the further details of the offering and risks relating to the offer reference is made to the prospectus required for the public offering and the admission to trading of new shares. The prospectus will be published inter alia on the website http://www.hamborner.de/en/investor- relations/capital-increase.html. HAMBORNER REIT AG The Management Board Dr. Rüdiger Mrotzek (Member of the Management board) Hans Richard Schmitz (Member of the Management board) This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities. Any such offer will be made solely on the basis of the Securities Prospectus to be published and registered with the German Financial Supervisory Authority (BaFin) and the rights offering. The information legally required to be provided to investors is contained only in the Securities Prospectus. The Securities Prospectus will be available at the issuer during ordinary business hours. The information contained herein is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions or any State of the United States of America or the District of Columbia) and must not be distributed to U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended ("Securities Act")) or publications with a general circulation in the United States of America. This publication does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States of America. The Securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act, as amended. The Issuer does not intend to register any portion of the offering in the United States of America or to conduct a public offering of the Securities in the United States of America. This publication is not an offer of securities for sale in the United Kingdom, Canada, Japan or Australia. 12.09.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: HAMBORNER REIT AG Goethestraße 45 47166 Duisburg Germany Phone: 0203/54405-0 Fax: 0203/54405-49 E-mail: info@hamborner.de Internet: www.hamborner.de ISIN: DE0006013006 WKN: 601300 Indices: SDAX Listed: Regulated Market in Dusseldorf, Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange; London, SIX End of Announcement DGAP News-Service ---------------------------------------------------------------------------