21.02.2017
Deutsche Wohnen AG DE000A0HN5C6
DGAP-News: Deutsche Wohnen AG: Approximately EUR 1.3bn capital market transactions and preliminary results 2016
DGAP-News: Deutsche Wohnen AG / Key word(s): Corporate Action
Deutsche Wohnen AG: Approximately EUR 1.3bn capital market transactions and
preliminary results 2016
21.02.2017 / 18:13
The issuer is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION, DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES
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Deutsche Wohnen AG: Approximately EUR 1.3bn capital market transactions and
preliminary results 2016
- Issuance of EUR 800 million convertible bonds maturing 2024 and cash
capital increase of approximately EUR 500 million
- Proceeds principally for early refinancing of outstanding 2020
convertible bonds, refinancing of the equity portion of the Pegasus
nursing home portfolio acquisition, additional smaller acquisitions as
well as strengthening of liquidity for acquisition pipeline
- Successful financial year 2016 with a portfolio revaluation of almost
EUR 2.7 billion in the reporting period, GSW goodwill fully impaired
Frankfurt/Main and Berlin, 21 February 2017. Today, the management board of
Deutsche Wohnen AG ("Deutsche Wohnen" or the "Company"), with the approval
of the supervisory board, has resolved to concurrently launch the following
transactions:
- The issue of EUR 800 million convertible bonds at a premium of 48 % to 58
% above the placement price of the capital increase and an annual coupon of
0.20 % to 0.45 % maturing in July 2024 (the "New Convertible Bonds")
- Invitation to holders of the outstanding Deutsche Wohnen convertible
bonds due in 2020 to make offers to sell for an aggregated nominal amount
of up to EUR 250 million via a Reverse Dutch Auction (the "Convertible
Bonds Tender Offer")
- A capital increase through issuance of new shares for cash with the
intention to generate proceeds in the amount of approximately EUR 500
million via an accelerated bookbuilding process ("Capital Increase")
The shares underlying the New Convertible Bonds and the shares from the
Capital Increase amount together to almost 10 % of the registered share
capital of the Company.
Philip Grosse, CFO of Deutsche Wohnen: "We are making use of the attractive
financing environment to optimize our capital structure through the early
refinancing of our upcoming maturities. As a result of the refinancing of
the convertible bonds, we reduce a potential dilution risk for our
shareholders and strengthen our maturity profile with a continued low
interest rate. We also use this transaction to fund acquisitions of over
EUR 600 million over the past months with equity and to build liquidity
reserves for the existing acquisition pipeline."
New Convertible Bonds
The management board of Deutsche Wohnen, with approval of the supervisory
board, resolved on the issuance of New Convertible Bonds with an aggregate
principal amount of EUR 800 million maturing in July 2024. The New
Convertible Bonds are convertible into newly issued or existing Deutsche
Wohnen bearer shares with no par value or can be repaid in cash. The
shareholders' preemptive rights are excluded.
The New Convertible Bonds will be issued at 100 % of their nominal value
with a denomination of EUR 100,000 per convertible bond and - unless
previously converted, repurchased or redeemed - will be redeemed at par at
maturity. The New Convertible Bonds will be offered with an annual interest
rate between 0.20 % and 0.45 % and a conversion premium between 48 % and 58
% above the placement price per Deutsche Wohnen share in the Capital
Increase. An adjustment of the conversion price takes place in case of a
dividend payment greater than EUR 0.54 per annum per share during the term
of the New Convertible Bonds. The New Convertible Bonds will be offered
solely to institutional investors in certain jurisdictions, outside the
United States, via a private placement.
The initial conversion price and the conversion premium are expected to be
determined via an accelerated bookbuilding. The New Convertible Bonds are
expected to be issued by Deutsche Wohnen on or about February 27, 2017, and
subsequently to be admitted to trading on the non-regulated open market
segment (Freiverkehr) of the Frankfurt Stock Exchange.
Deutsche Wohnen will be entitled to redeem the New Convertible Bonds from
August 17, 2022 if the stock exchange price per share of Deutsche Wohnen
amounts to at least 130% of the conversion price over a certain period. The
holders of the New Convertible Bonds will not be entitled to an investor
put.
Convertible Bonds Tender Offer
Moreover, the management board of Deutsche Wohnen, with approval of the
supervisory board, resolved today to authorize banks, acting on behalf of
the Company, to invite holders of outstanding nominal EUR 250,000,000
convertible bonds issued by Deutsche Wohnen on November 22, 2013, due 2020
("2020 Convertible Bonds") to make offers to sell for cash their 2020
Convertible Bonds. The current market value of the outstanding 2020
Convertible Bonds amounts to approx. EUR 460 million.
The purchase price per EUR 100,000 principal amount will be between EUR
1,500 - EUR 1,750 over the bond closing price on February 21, 2017, prior
to the announcement of this transaction. The final purchase price and the
total number of the 2020 Convertible Bonds expected to be acquired will be
determined on the basis of a reverse bookbuilding process closing on
Wednesday, February 22, 2017 at 17.30 CET, and settlement is expected to
occur on or around February 28, 2017.
The Convertible Bonds Tender Offer is not open to any persons located or
resident in the United States or that are otherwise U.S. Persons (within
the meaning of Regulation S under the U.S. Securities Act of 1933, as
amended), or persons acting for the account or benefit of any such persons,
or in any other jurisdiction where the Convertible Bonds Tender Offer or
any participation therein would be unlawful.
After this process, Deutsche Wohnen will decide whether, to what extent and
at what price it will purchase 2020 Convertible Bonds. Deutsche Wohnen is
under no obligation to purchase 2020 Convertible Bonds through this
process.
Capital Increase
The management board of Deutsche Wohnen, with approval of the supervisory
board, further resolved on a capital increase, which corresponds to an
amount of approximately EUR 500 million or 5 % of the registered share
capital, against cash contributions and under exclusion of shareholders'
subscription rights. The placement price per new share will be determined
following the conclusion of an accelerated bookbuilding. The new shares
carry full dividend rights as of January 1, 2016.
The share placement will be launched with immediate effect and the new
shares shall be offered to institutional investors inside and outside of
Germany
The new shares shall be admitted to trading on the regulated market
(regulierter Markt) without a prospectus and are expected to be included in
the existing quotation for the Company's shares in the sub-segment of the
regulated market with additional post-admission obligations (Prime
Standard) on the Frankfurt Stock Exchange on or about February 27, 2017.
Use of Proceeds
The proceeds from the Capital Increase will be used in most part to finance
the Convertible Bonds Tender Offer. The remaining proceeds from the Capital
Increase and the proceeds from the issue of the New Convertible Bonds will
primarily be used to finance the future acquisition pipeline, the Pegasus
nursing home portfolio acquisition announced in Q3 2016 and other smaller
recent acquisitions.
The acquisition pipeline and the chances of executing further acquisitions
are good. There are currently advanced but not yet concluded negotiations
for a medium sized residential portfolio located in existing Core+
locations. The remaining proceeds shall be used as liquidity reserves for
future acquisitions, as well as capital expenditures including new
developments and shall also serve general corporate purposes.
Preliminary results per 31 December 2016
Deutsche Wohnen AG is able to report a successful business trend for the
past financial year 2016 and exceeds its guidance for property valuation.
At the end of 2016, the fair value of the investment properties amounted to
approximately EUR 16 billion (2015: EUR 11.9 billion). This corresponds to
a value of around EUR 1,580 per square meter and 21.5 times the annualized
annual rent of the residential property portfolio.
The portfolio revaluation for the full year 2016 is therefore almost EUR
2.7 billion and exceeds the forecast of an expected revaluation of EUR 2.2
billion. This development reflects the attractive market development, which
has led to significant value increases particularly in our core market in
Berlin. As a result, our residential portfolio in Berlin, which accounts
for around 76 % of the total portfolio value, is valued at around EUR 1,740
per square meter.
The EPRA NAV at the end of the year also evidences the strong growth. At
EUR 29.50-30.00 per share the undiluted EPRA NAV is almost 40 % higher
compared to the corresponding for goodwill adjusted previous year number.
The ongoing dynamic market development in Berlin and the resulting
revaluation of the properties of GSW Immobilien AG and its subsidiary of
around EUR 1.1 billion in the financial year 2016 resulted in a full
impairment of the goodwill of around EUR 535 million from the GSW
transaction in 2013. We have revalued the portfolio by a total of EUR 2.4
billion since the acquisition of GSW Immobilien AG. The forecasted EPRA NAV
of approximately EUR 30 per share is thus achieved even without
consideration of the goodwill. Once again an above-average like-for-like
rental growth of 3.5 % in Berlin was achieved. At 1.6 % the vacancy in
Berlin remains at a very low level.
Funds from Operations (FFO I) increased to approximately EUR 384 million in
2016 (2015: EUR 304 million). This corresponds to EUR 1.14 per share, or an
increase of around 20 % compared to the previous year.
The publication of the audited consolidated financial statements is
expected on 21 March 2017.
Deutsche Bank Aktiengesellschaft, Goldman Sachs International and UBS
Limited are acting as Joint Global Coordinators and, together with BNP
PARIBAS, as Joint Bookrunners for the transaction and as Deal Managers on
the Convertible Bonds Tender Offer.
Deutsche Wohnen AG
Pfaffenwiese 300
65929 Frankfurt am Main
International Securities Identification Number (ISIN): DE000A0HN5C6
Contact:
Sebastian Jacob
Tel.: +49 (0)30 897 86-5412
[email protected]
Deutsche Wohnen
Deutsche Wohnen is one of the largest publicly listed property companies in
Germany and Europe with a business focus on managing and developing its
residential property portfolio. As at 31 December 2015 the portfolio
comprised a total of 148,218 units, of which 146,128 are residential units
and 2,090 commercial properties. The company is listed in the Deutsche
Börse's MDAX and is also included in the leading indices EPRA/NAREIT and
GPR 250.
Important Notice
This publication may not be published, distributed or transmitted, directly
or indirectly, in the United States (including its territories and
possessions), Canada, Australia or Japan or any other jurisdiction where
such an announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons
into whose possession this document or other information referred to herein
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 publication does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of Deutsche Wohnen AG in
the United States, Germany or any other jurisdiction. 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. The securities of Deutsche Wohnen AG may not be offered or
sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). The securities of Deutsche Wohnen AG have not been, and
will not be, registered under the Securities Act. This publication is not
an extension of a tender offer in the United States for securities of
Deutsche Wohnen AG. A tender offer for the sale of Convertible Bonds is not
being made within the United States or to, or for the account or benefit
of, persons located or resident in the United States.
In the United Kingdom, this document is only being distributed to and is
only directed at persons who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are
persons falling within Article 49(2)(a) to (d) of the Order (high net worth
companies, unincorporated associations, etc.) (all such persons together
being referred to as "Relevant Persons"). This document is directed only at
Relevant Persons and must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to which this
document relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
In member states of the European Economic Area ("EEA") which have
implemented the Prospectus Directive (each, a "Relevant Member State"),
this announcement and any offer if made subsequently is directed
exclusively at persons who are "qualified investors" within the meaning of
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.
No action has been taken that would permit an offering of the securities or
possession or distribution of this announcement in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about and to observe
any such restrictions.
This information contains forward-looking statements that are based upon
current views and assumptions of the Deutsche Wohnen AG management, which
were made to its best knowledge. Forward-looking statements are subject to
known and unknown risks, uncertainties and other factors which could cause
the earnings position, profitability, performance or the results of
Deutsche Wohnen AG or the success of the housing industry to differ
materially from the earnings position, profitability, performance or the
results expressly or implicitly assumed or described in these forward-
looking statements. In consideration of these risks, uncertainties and
other factors, persons receiving these documents are advised not to
unreasonably rely on these forward-looking statements. Deutsche Wohnen AG
does not assume any obligation to update such forward-looking statements
and to adjust them to any future results and developments.
Contact:
Contact Investor Relations:
Phone +49 (0)30 897 86-5412
Fax +49 (0)30 897 86-5419
[email protected]
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21.02.2017 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.
Archive at www.dgap.de
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Language: English
Company: Deutsche Wohnen AG
Pfaffenwiese 300
65929 Frankfurt am Main
Germany
Phone: +49 (0)30 89786-0
Fax: +49 (0)30 89786-5419
E-mail: [email protected]
Internet: http://www.deutsche-wohnen.com
ISIN: DE000A0HN5C6
WKN: A0HN5C
Indices: MDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart, Tradegate Exchange
End of News DGAP News Service
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