DGAP-Ad-hoc: Vonovia SE / Key word(s): Offer Vonovia SE: Publication of a recommended voluntary takeover offer to the shareholders of Victoria Park AB 03-May-2018 / 07:00 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse *** Mergers and Acquisitions *** Vonovia SE: Publication of a recommended voluntary takeover offer to the shareholders of Victoria Park AB Bochum, 3 May 2018 Vonovia SE ("Vonovia") through a wholly-owned subsidiary Deutsche Annington Acquisition Holding GmbH ("Vonovia Acquisition Holding") today announces a public cash offer to the shareholders of Victoria Park AB (publ) ("Victoria Park") to tender all their shares in Victoria Park to Vonovia Acquisition Holding (the "Offer"). Victoria Park's shares are listed on Nasdaq Stockholm, Mid Cap. After two acquisitions in Austria and after entering into a strategic partnership in France, this is Vonovia's next step into a non-German market which shows strong similarities with, and is part of, an international expansion strategy beyond its core market Germany. Vonovia Acquisition Holding offers SEK 38.00 in cash for each Class A share (ISIN SE0002216713) and Class B share (ISIN SE0005932795) (a premium of 8.3% and 7.3%, respectively, compared to the closing prices on Nasdaq Stockholm on 2 May 2018 of SEK 35.10 and 35.40, respectively) and SEK 316.00 in cash for each preference share in Victoria Park (ISIN SE0005250487) (a premium of 0.3% compared to the closing price on Nasdaq Stockholm on 2 May 2018 of SEK 315.00) (the "Offer Price"). The Offer Price represents a premium of 19.5%, 19.1% and 1.0%, respectively, compared to the closing prices of the shares on 29 March 2018, i.e., the last trading day prior to the offer announcement by Starwood Capital Group. The total value of the Offer amounts to approximately SEK 9,555 million which (as of today) corresponds to approximately EUR 900 million. Victoria Park's Independent Bid Committee has unanimously decided to recommend the shareholders in Victoria Park to accept the Offer. Shareholders holding in aggregate approximately 31.82% of the total number of shares and 37.31% of the total number of voting rights in Victoria Park, have undertaken to accept the Offer or have issued binding call options to Vonovia Acquisition Holding. The acceptance period for the Offer is expected to commence on or around 25 May 2018 and expire on or around 18 June 2018. Settlement is expected to take place on or around 28 June 2018. The Offer will be subject to customary conditions, in particular, the Offer being accepted to such an extent that Vonovia Acquisition Holding becomes the owner of shares in Victoria Park or equivalent commitments representing more than 50% of the total number of votes of the Company (on a fully diluted basis) including call option shares. The Offer is fully financed by a new bridge facility. In the context of this transaction, Vonovia is looking to tap the equity markets for approx. EUR 1bn. The timing and format will be determined based on market conditions. For more details regarding the Offer, please see Vonovia's formal offer announcement pursuant to Swedish law which can be accessed on Vonovia's website. Important Information The Offer referred to in this ad hoc announcement and as further described in Vonovia's formal offer announcement pursuant to Swedish law, is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This ad hoc announcement is not being published in or distributed to or into and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country. Persons who receive this ad hoc announcement (including, without limitation, nominees, trustees and custodians) and are subject to the law of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. Deutsche Annington Acquisition Holding GmbH, to the fullest extent permitted by applicable law, disclaims any responsibility or liability for the violations of any such restrictions by any person. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. The Offer is not being made and will not be made, directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or by use of mail or any other means or instrumentality of interstate or foreign commerce, or of any facilities of a national securities exchange, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or by persons located or resident in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, this ad hoc announcement and any documentation related to the Offer are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or to any Australian, Canadian, Hong Kong, Japanese, New Zealand or South African persons or any persons located or resident or with a registered address in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward this ad hoc announcement or any other document received in connection with the Offer to such persons. In connection with the Offer, an offer document will be filed with and published by the Swedish Financial Supervisory Authority. Shareholders of Victoria Park AB should read the offer document carefully when it becomes available, since it will contain important information about the transaction. Shareholders of Victoria Park AB may obtain free copies of the offer document, any amendments or supplements thereto and other documents containing important information about the transaction, from Vonovia's website ( http://en.vonovia-k.de). To the extent this ad hoc announcement contains forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Vonovia, for example with regard to the potential consequences of the Offer for Victoria Park AB, for those shareholders of Victoria Park AB who choose not to accept the Offer or for future financial results of Victoria Park AB. Such forward-looking statements are based on current plans, estimates and forecasts which Vonovia has made to the best of its knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Vonovia. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Contact: Vonovia SE Rene Hoffmann Head of Investor Relations Telephone: +49(0)234 314 - 1629 [email protected] Vonovia SE Klaus Markus Head of Corporate Communications Telephone +49(0)234 314 - 1149 [email protected] --------------------------------------------------------------------------- 03-May-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Vonovia SE Universitätsstraße 133 44803 Bochum Germany Phone: +49 234 314 1609 Fax: +49 234 314 2995 E-mail: [email protected] Internet: www.vonovia.de ISIN: DE000A1ML7J1 WKN: A1ML7J Indices: DAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange End of Announcement DGAP News Service --------------------------------------------------------------------------- 681885 03-May-2018 CET/CEST