DGAP-News: Fair Value REIT-AG / Key word(s): Capital Increase Fair Value REIT-AG resolves cash capital increase to accelerate the company's growth 17.04.2015 / 19:57 --------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN COUNTRIES WHERE SUCH RELEASE, PUBLICATION, OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT REGULATIONS. IN PARTICULAR, NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, OR JAPAN. This document does not constitute an offer to sell, or the solicitation of an offer to purchase, shares of Fair Value REIT-AG. This document is not a securities prospectus and investors should not purchase any securities mentioned in this document except on the basis of the securities prospectus ("Securities Prospectus") which has been published on 17 April 2015 (after approval by the Bundesanstalt für Finanzdienstleistungsaufsicht and notification to the Luxembourg financial supervisory authority Commission de Surveillance du Secteur Financier) in connection with the public offer of shares in Fair Value REIT-AG in Germany and Luxembourg by Fair Value REIT-AG. The Securities Prospectus is published on the Company's website at http://www.fvreit.de/en/investor-relations.html. The Securities Prospectus is available free of charge during regular business hours at Fair Value REIT-AG's offices, located at Leopoldstraße 244, 80807 Munich, Germany. Fair Value REIT-AG resolves cash capital increase to accelerate the company's growth - The capital raised is to be used for direct investments in German secondary locations and for the acquisition of further real estate participations for the purpose of enhancing NAV - Capital increase in a ratio of 2:1, with subscription rights - Subscription period for the new shares is due to commence on April 21, 2015 and end on May 5, 2015 - Book building procedure in a price range of between EUR 7.80 and EUR 8.00 per share, with additional private placement subject to claw-back - New shares to bear full dividend entitlement as from January 1, 2015; commencement of trading in the new shares planned for May 8, 2015 Munich, April 17, 2015 - Fair Value REIT-AG intends to achieve another milestone accelerating the implementation of its growth targets. With the approval of the company's Supervisory Board, the Management Board of Fair Value REIT-AG has resolved today to increase the company's share capital by up to EUR 9,406,822.00 against capital contribution in cash using the entire Authorised Capital 2014, with shareholder subscription rights. The treasury shares held by the company are excluded from the subscription right. Up to 4,703,441 new no-par value bearer shares with full dividend entitlement as of January 1, 2015 ("new shares") are to be issued. The company has prepared a securities prospectus for this purpose, which was approved today by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). The new shares to be offered for subscription ("subscription shares") are to be offered to the shareholders by way of indirect subscription rights on the basis of a subscription offer scheduled for publication in the Federal Gazette on April 20, 2015 at a subscription price to be determined within a price range of between EUR 7.80 and EUR 8.00. The subscription period is due to commence on April 21, 2015 and end on May 5, 2015 (4 p.m. CEST). The admission of the New Shares to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) has been scheduled for May 7, 2015, and inclusion of the New Shares for trading on May 8, 2015. In addition to the subscription offer, the new shares will be offered by way of a public offering in Germany and Luxembourg as well as to selected investors outside the USA in accordance with Regulation S of the U.S. Securities Act and outside Canada, Japan and Australia for purchase in a private placement subject to claw-back and in a book building procedure with the aforementioned price range. The offer period for the placement is scheduled to run from April 21, 2015 (inclusive) until April 29, 2015 (9 a.m. CEST). After the placement has been completed, the subscription price for the subscription shares is expected to be determined on April 29, 2015 on the basis of the book building procedure and published by way of an ad-hoc announcement. In addition, it is intended to offer the new shares which remain unsubscribed in the subscription offer and the placement after expiry of the subscription period to selected investors outside the USA in accordance with Regulation S of the U.S. Securities Act as well as outside Canada, Japan and Australia in another private placement. Based on discussions between the company's Management Board and Obotritia Capital KGaA, Fair Value REIT-AG assumes that Obotritia Capital KGaA will participate in the capital increase via the companies it controls. Should, however, the demand for the subscription shares be strong, Obotritia Capital KGaA is prepared to partially waive its subscription rights in order to support the delivery of shares to new investors. The company intends to use the net issue proceeds from the capital increase for the primary purpose of financing direct and indirect investments in commercial real estate. In the process, up to 90% of the overall net proceeds are to be used to finance the acquisition of real estate (direct investments) from subsidiaries and third parties, and up to 10 % of the overall net proceeds to finance the acquisition of further participations in subsidiaries from minority shareholders as well as for general corporate purposes. The company's Management Board is currently working on implementing specific, cash-flow strong options for acquiring retail and office real estate in secondary locations (direct investments) and, in addition, will continue to pursue the takeovers of additional participations in subsidiaries aimed at raising NAV and successfully implemented since January 2015. Frank Schaich, CEO of Fair Value REIT-AG, stated: "The implementation of the capital increase resolved today is meant to be an important step in accelerating the implementation of our growth targets. We are focusing on retail and office real estate in secondary locations in Germany which, in comparison with the top seven cities, generate sustainable excess returns. In addition to direct investments, we are using our long-standing experience in managing real estate participations to give us special market access to closed-end real estate funds. This market segment harbours interesting entry opportunities at attractive prices. In conjunction with active asset management, this will enable us to create significant value for our shareholders. This business model of ours has met with a very favourable response in recent months. We are delighted that the planned transaction is likely to broaden our shareholder base and increase the free float." ODDO SEYDLER BANK AG is to support the capital increase as Global Coordinator and Book Runner. VictoriaPartners acts in the capacity of transaction advisor to the company. Contact Fair Value REIT-AG Frank Schaich Tel. +49 (0) 89-9292815-10 Fax +49 (0) 89-9292815-15 e-mail: [email protected] Corporate Profile Fair Value REIT-AG, based in Munich, focuses on the acquisition, leasing, property management and sale of commercial properties in Germany. At the core of its investment activities are retail and office properties in German regional centres. The company is registered as a Real Estate Investment Trust (REIT) and is not subject to corporation and trade tax at company level. As of December 31, 2014, Fair Value's total portfolio consisted of 43 properties (previous year: 49 properties) with an aggregate fair value of approximately EUR 281 million (previous year: EUR 312 million). At that point of time, the portfolio had an occupancy rate of 91.5% (previous year: 93.3%). As of December 31, 2014, the weighted remaining term of the leases was 5.0 years, unchanged to the end of the previous year. As of December 31, 2014, approximately 52% of the potential rent relates to retail space, 37% to office space and 11% to other types of use. This publication does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States of America (the "United States"), in Australia, in Canada, or in Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this publication may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or in a transaction exempted from or not subject to the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to in this publication may not be offered or sold in Australia, Canada, or Japan or to, or for the account or benefit of, any national, resident, or citizen of Australia, Canada, or Japan. The offer and sale of the securities referred to in this publication has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, or Japan. There will be no public offer of the securities in the United States or anywhere outside of Germany and Luxemburg. A public offer in Germany and in Luxembourg is made only by way, and on the basis of, an English language securities prospectus with a German summary. --------------------------------------------------------------------- 17.04.2015 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: Fair Value REIT-AG Leopoldstraße 244 80807 München Germany Phone: +49 (0)89 9292 815-01 Fax: +49 (0)89 9292 815-15 E-mail: [email protected] Internet: www.fvreit.de ISIN: DE000A0MW975 WKN: A0MW97 Indices: RX REIT All Share Index, RX REIT Index Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart End of News DGAP News-Service --------------------------------------------------------------------- 345731 17.04.2015