02.12.2015
Deutsche Wohnen AG DE000A0HN5C6
DGAP-News: Deutsche Wohnen AG: Notice to the Holders of the EUR400,000,000 Convertible Bonds due 8 September 2021 issued by Deutsche Wohnen AG (ISIN: DE000A12UDH7, WKN: A12UDH) (the 'Bonds' and each a 'Bond')
DGAP-News: Deutsche Wohnen AG / Key word(s): Bond
Deutsche Wohnen AG: Notice to the Holders of the EUR400,000,000 Convertible
Bonds due 8 September 2021 issued by Deutsche Wohnen AG (ISIN: DE000A12UDH7,
WKN: A12UDH) (the 'Bonds' and each a 'Bond')
02.12.2015 / 12:00
The issuer is solely responsible for the content of this announcement.
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Terms capitalised but not otherwise defined in this notice shall have the
meaning given to them in the terms and conditions of the Bonds (the "Terms
and Conditions").
Frankfurt/Main and Berlin, 02 December 2015. Deutsche Wohnen AG ("Deutsche
Wohnen") hereby gives notice (the "Takeover Offer Notice") in accordance
with § 10(1) of the Terms and Conditions that Vonovia SE ("Vonovia") on 1
December 2015 made a voluntary tender offer for the shares of Deutsche
Wohnen by publishing a corresponding offer document. Vonovia offers the
payment of an amount of EUR83.14 in cash and 7 shares in Vonovia for every
tendered 11 shares in Deutsche Wohnen (the "Takeover Offer"). The Takeover
Offer can be accepted until 26 January 2016, 24:00 hrs (Central European
Time) (the "Acceptance Period"). In addition, the Takeover Offer can be
accepted during an additional acceptance period of two weeks (the
"Additional Acceptance Period") if the minimum acceptance threshold as
defined in the offer document ("Minimum Acceptance Threshold") has been
reached or exceeded and certain other conditions are satisfied upon
expiration of the Acceptance Period, unless such closing condition has been
waived or reduced.
Pursuant to § 10(3) of the Terms and Conditions, upon giving this Takeover
Offer, each Holder of Bonds has the right (in addition to the regular
conversion right) to convert its Bonds by giving a Conditional Conversion
Notice during the Conditional Conversion Notice Period, which is the period
from and including the date of this Takeover Offer Notice until, but
excluding the Acceptance Record Date (i.e. last day of the Additional
Acceptance Period) (the "Conditional Conversion Notice Period") at a
Conversion Price adjusted pursuant to the formula set out in § 10(3)(iii)
of the Terms and Conditions.
Pursuant to § 10(3)(iii) of the Terms and Conditions, such Conditional
Conversion Notices will become effective if and when an Acceptance Event
occurs. An "Acceptance Event" occurs if (i) Vonovia publishes an
announcement about received acceptance declarations from which it can be
derived that the Minimum Acceptance Threshold has been reached and (ii) all
offer conditions have been satisfied except for such offer conditions the
satisfaction of which may remain pending upon the expiration of the
Acceptance Period; provided, however, that an Acceptance Event cannot occur
anymore if any offer condition cannot be fulfilled (already before or at
the same time) any longer and the offer has, thus, failed.
In accordance with, and subject to, the Terms and Conditions, shares in
Deutsche Wohnen to be issued upon a Conditional Conversion Notice and an
Acceptance Event are to be delivered as soon as possible, at the latest
five Trading Days after the Acceptance Event. Depending on the date on
which a Holder gives a Conditional Conversion Notice and the date on which
an Acceptance Event (if any) occurs, these shares could be tendered in the
Takeover Offer. If a Holder gives a Conditional Conversion Notice at a
later time within the Conditional Conversion Notice Period, there is a risk
that the shares will and can only be delivered after expiry of the
Additional Acceptance Period.
Deutsche Wohnen does not intend to exercise its rights under § 8(2) of the
Terms and Conditions to make a Cash Payment instead of the delivery of
conversion shares.
Deutsche Wohnen may provide subsequent notices as relevant in accordance
with the Terms and Conditions.
About Deutsche Wohnen
Deutsche Wohnen is one of the largest publicly listed real estate companies
in Germany and Europe with a business focus on managing and developing its
portfolio, which focusses on residential properties. As at 30 September
2015 the portfolio comprised 149,100 units, of which 147,000 were
residential and 2,100 commercial properties. Deutsche Wohnen is listed in
the Deutsche Börse's MDAX and is included in the leading indices
EPRA/NAREIT and GPR 100.
Contact:
Phone +49 (0)30 897 86-5413
Fax +49 (0)30 897 86-5419
[email protected]
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02.12.2015 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
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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, Munich,
Stuttgart
End of News DGAP News Service
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420393 02.12.2015
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