21.02.2017
Deutsche Wohnen AG DE000A0HN5C6
DGAP-News: Deutsche Wohnen AG successfully places EUR 800 million new convertible bonds and cash capital increase with gross proceeds of c. EUR 545 million
DGAP-News: Deutsche Wohnen AG / Key word(s): Corporate Action
Deutsche Wohnen AG successfully places EUR 800 million new convertible bonds
and cash capital increase with gross proceeds of c. EUR 545 million
21.02.2017 / 23:32
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
WOULD BE PROHIBITED BY APPLICABLE LAWS.
Deutsche Wohnen AG successfully places EUR 800 million new convertible
bonds and cash capital increase with gross proceeds of c. EUR 545 million
- Successful placement of convertible bonds with an aggregate principal
amount of EUR 800 million with 0.325 % coupon and a term of 7 years and
5 months and a 53.0 % conversion premium
- Successful placement of approximately 17.2 million new shares at a
placement price of EUR 31.75 per share or a discount to the XETRA
closing price on February 21, 2017 of 2.1 % with gross proceeds of EUR
545 million
Frankfurt/Main and Berlin, 21 February 2017. Deutsche Wohnen AG ("Deutsche
Wohnen" or the "Company") successfully placed convertible bonds maturing in
July 2024 with an aggregate principal amount of EUR 800 million, divided
into 8,000 bonds in a nominal amount of EUR 100,000 each ("New Convertible
Bonds"). The New Convertible Bonds are initially convertible into
approximately 16.5 million new or existing ordinary no par value bearer
shares of Deutsche Wohnen or can be repaid in cash.
The New Convertible Bonds placed by Deutsche Wohnen AG were issued at 100 %
of their nominal value and with a coupon of 0.325 %. The initial conversion
price amounts to EUR 48.5775, representing a conversion premium of 53.0 %
above the placement price of the concurrent EUR 545 million capital
increase. With regards to the guided EPRA NAV of EUR 29.50-30.00 per share
as at December 31, 2016, the initial conversion price represents a premium
of approximately 63 %.
The New Convertible Bonds have been placed solely to institutional
investors in certain jurisdictions via a private placement. The New
Convertible Bonds are expected to be issued by Deutsche Wohnen on or around
February 27, 2017 and shortly thereafter are to be admitted to trading on
the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock
Exchange.
Deutsche Wohnen is entitled to redeem the New Convertible Bonds from August
17, 2022 if the stock exchange price of the bearer shares 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.
Deutsche Wohnen also successfully placed the cash capital increase
announced today. A total of 17,174,110 new shares were placed in a private
placement by way of an accelerated bookbuilding with institutional
investors in Germany and abroad, while shareholders' subscription rights
were excluded. The placement price amounts to EUR 31.75 per share or a
tight discount of 2.1 % to the XETRA closing price of Deutsche Wohnen
before announcement of the transaction.
Following the registration of the capital increase with the commercial
register, which is expected to take place on February 23, 2017, the
registered share capital of Deutsche Wohnen will increase by 5.1 % from EUR
337,480,450 by EUR 17,174,110 to EUR 354,654,560 through the issue of
17,174,110 new no-par value bearer shares, each with a notional value of
the Company's share capital of EUR 1.00. The new shares will carry full
dividend rights as of January 2016. The new shares are expected to be
included in the existing quotation for the company's bearer shares on the
Frankfurt Stock Exchange on February 27, 2017.
Deutsche Wohnen achieves gross proceeds amounting to approximately EUR 800
million from the New Convertible Bonds and approximately EUR 545 million
from the capital increase. The proceeds from the Capital Increase will be
used in most part the repurchase of its outstanding 2020 Convertible Bonds
by way of a 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.
Deutsche Bank Aktiengesellschaft, Goldman Sachs International and UBS
Limited acted as Joint Global Coordinators and, together with BNP PARIBAS,
as Joint Bookrunners for the transaction.
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.
In connection with any offering of the shares of Deutsche Wohnen AG (the
"Shares"), Deutsche Bank Aktiengesellschaft, Goldman Sachs International,
UBS Limited and BNP PARIBAS (together, the "Joint Bookrunners") and any of
their respective affiliates acting as an investor for their own account may
take up as a proprietary position any Shares and in that capacity may
retain, purchase or sell for their own account such Shares. In addition
certain of the Joint Bookrunners or their affiliates may enter into
financing arrangements and swaps with investors in connection with which
such Joint Bookrunners (or their affiliates) may from time to time acquire,
hold or dispose of Shares. The Joint Bookrunners do not intend to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.
The Joint Bookrunners are acting on behalf of Deutsche Wohnen AG and no one
else in connection with any offering of the Shares and will not be
responsible to any other person for providing the protections afforded to
clients of the respective Joint Bookrunners nor for providing advice in
relation to any offering of the Shares.
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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546429 21.02.2017
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