EANS-News: GSW Immobilien AG plans listing on 15 April 2011
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Financing, Stock Offerings (IPO)
Berlin (euro adhoc) - GSW Immobilien AG plans listing on 15 April 2011
* Price range for offered shares set at EUR 19 to EUR 23 * Offer period commences on 1 April 2011 and is scheduled to end on 13 April 2011 * Expected gross proceeds for the Company of approximately EUR 115 million * Shares fully entitled to dividend payments for the fiscal year 2011
Berlin, 31 March 2011 - GSW Immobilien AG ("GSW" or "Company"), the leading private residential property company in Berlin, has determined the general terms and conditions for its planned share offering in co-operation with the selling shareholders and syndicate banks. The price range for the offered shares has been set at EUR 19 to EUR 23. The period during which interested investors can subscribe shares starts on 1April and is scheduled to end on 13 April 2011. The shares are expected to start trading in the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange and the Regulated Market of the Berlin Stock Exchange on 15 April 2011.
The offering includes a public offering in Germany and Luxembourg and private placements to institutional investors outside of Germany and Luxembourg. In total, the offer consists of 21,402,630 shares (prior to the overallotment). Up to 6,052,630 new shares will be offered from a capital increase, which will generate expected gross proceeds of approximately EUR 115 million for the Company. The exact number of new shares to be offered by the Company will be determined at the end of the offer period depending on the placement price. Up to 16,402,630 existing shares will be offered from the holdings of the selling shareholders. The exact number of existing shares to be offered by the selling shareholders will be the difference between the aggregate of 21,402,630 shares to be allocated and the new shares offered by the Company to be placed depending at the final issuance price. Further, the offer comprises up to 3,210,394 additional existing shares from the selling shareholders to cover a potential over-allotment option. After the execution of the offer and prior to the over-allotment, the selling shareholders are expected to hold less than 50 percent of the outstanding shares of the Company. The total issue volume including the expected capital increase of approximately EUR 115 million could amount to approximately EUR 517 million if all existing shares offered and the shares from a potential over-allotment option are placed at the midpoint of the price range. The selling shareholders have agreed to a lock-up period of six months after the start of trading in the shares.
Thomas Zinnöcker, CEO of GSW: "Our solid business model was resilient to the difficult market environment in the last years. We sustainably increased GSW's profitability and efficiency. With our leading corporate platform, we operate in one of the most interesting residential property markets in Europe. The planned IPO will provide us with permanent access to equity financing, enabling us to realise our planned growth. Further, we have long-term financing in place at attractive conditions. We therefore are largely unaffected by potential interest rate movements over the next years."
Plans for additional growth from the acquisition of residential units in Berlin Together with the current cash holdings, the expected net proceeds from the IPO will significantly enhance GSW's financial flexibility for future acquisitions. The Company plans to selectively acquire 5,000 to 6,000 residential units over the next two years, in the attractive Berlin residential property market. The remaining net proceeds from the sale of the new shares will serve general corporate purposes and strengthen GSW's capital base. In addition, the Company intends to use EUR 40.1 million from existing cash to repay the remaining tax liabilities from GSW's former status as tax-exempt housing Company.
Thomas Zinnöcker, CEO of GSW: "We aim to combine growth with attractive dividend payments. We plan to distribute dividends amounting to approximately 65 percent of the funds from operations (FFO). The offered shares will carry full dividend entitlements for the fiscal year 2011."
Successful and efficient business model GSW is one of the largest private residential property firms in Berlin as measured by the number of owned apartments and the number of apartments managed for third parties. The Company owns a portfolio with approximately 48,800 residential units and also manages approximately 15,800 residential and commercial property units for third parties. With a clear focus on Berlin, GSW operates in one of the largest and most attractive residential property markets in Germany. For a number of years, the Berlin residential property market has been characterised by a growing population, declining vacancy rates, increasing rents and a younger population compared to other German cities. The GSW business model has been designed to benefit in the long run from these demographic trends and economic factors. GSW actively manages its portfolio to consistently increase returns. This includes selected purchases and sales of residential units or properties as well as appropriate value-enhancing maintenance and refurbishment measures. In addition, GSW focuses specifically on tenant requirements in order to further increase tenant satisfaction and, through this, to reduce vacancies as well as costs from tenant changes. This supports consistent rental income growth. Between 2006 and 2010, the net monthly in-place rent in the GSW portfolio grew on a like-for-like basis to an average of EUR 4.89 per square metre and month. At the same time, the Company was able to reduce the apartment vacancies to 3.6 percent. Through its efficient operational platform, GSW is able to integrate new residential units in its portfolio without meaningfully increasing administration costs.
Mutual cooperation in Berlin As a company with a long-standing history in Berlin, GSW is aware of its responsibility for the city and its inhabitants and places great value on cooperating in a spirit of partnership with tenants and the city of Berlin. In doing so, GSW is, for example, supporting numerous neighbourhood activities and social services, offering special residential products aiming at different situations in a tenants' life and regularly conducting client surveys. This partnership is also reflected in the fact that representatives of the federal state of Berlin sit both on the supervisory board of GSW and in the implementation committee.
Additional details on the offer Deutsche Bank and Goldman Sachs International are Joint Global Coordinators and Joint Bookrunners. Berenberg Bank, Commerzbank, HSBC, Kempen & Co and UniCredit have been mandated as Co-Lead Managers. Interested investors can submit their purchase offers to the branches of the syndicate banks from the beginning of the offer period on 1 April 2011 until the end of the offer period, which is currently scheduled for 13 April 2011. The offer period is scheduled to end on 13 April 2011 at 12:00 noon CEST for private investors and at 17:00 CEST for institutional investors. GSW expects to communicate the final issuance price of the shares on 13 April 2011 in an ad hoc statement. The shares are expected to start trading in the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange and in the Regulated Market of the Berlin Stock Exchange on 15 April 2011 under the stock symbol GIB. The international securities identification number (ISIN) of GSW will be DE000GSW1111 and the German security code number (WKN) will be GSW111.
The prospectus of GSW has been approved by the German Federal Financial Supervisory Authority (BaFin) on 31 March 2011 and been notified to the competent authority (Commission de Surveillance du Secteur Financier, the "CSSF") in Luxembourg. The prospectus of GSW Immobilien AG is available from the Company's homepage ({www.gsw.de}[HYPERLINK: http://www.gsw.de]) for downloading and can also be obtained free of charge from the Company's registered office in Charlottenstraße 4, 10969 Berlin during regular business hours.
Key IPO data at a glance First day of trading 15 April 2011 Subscription period 1 - 13 April 2011 Price range EUR 19 to EUR 23 Issuance volume Approximately EUR 517 million (if greenshoe option is fully exercised, based on the midpoint of the price range) Capital increase Gross issuance proceeds of approximately EUR 115 million Type of issue Public offering of shares in Germany and Luxembourg as well as private placements outside of Germany and Luxembourg Stock exchanges Frankfurt stock exchange (prime standard) and Berlin stock exchange ISIN DE000GSW1111 WKN GSW111 Syndicate banks Deutsche Bank and Goldman Sachs International (Joint Bookrunners) and Berenberg Bank, Commerzbank, HSBC, Kempen & Co and UniCredit (Co-Lead Managers) Lock-up 6 months for selling shareholders 12 months for members of the management board
Media Relations Thomas Rücker GSW Immobilien AG Charlottenstrasse 4 10969 Berlin, Germany
Tel: +49-30-25 34 13 32
Fax: +49-30-25 34 19 34
E-mail: {thomas.ruecker@gsw.de}[HYPERLINK: mailto:thomas.ruecker@gsw.de]Investor Relations Sebastian Jacob GSW Immobilien AG Charlottenstrasse 4 10969 Berlin, Germany
Tel: +49-30-25 34 18 82 Fax: +49-30-25 34 19 09 E-Mail: sebastian.jacob@gsw.de
About GSW GSW Immobilien AG is a leading privately-owned residential real estate company operating in Berlin, with an owned portfolio of approximately 48,800 apartments and 3.0 million square meters of residential floor space. In addition, a subsidiary of GSW manages approximately 15,800 residential units for third parties. GSW's strategy focuses on the long-term rental management of residential property via a systematic approach, which aims to increase customer satisfaction and operational efficiency. The Company was founded in 1924, and was acquired in 2004 from the State of Berlin by holding companies of Cerberus Capital Management, L.P. and the Whitehall Funds. GSW employed approximately 597 employees on average in 2010. As of December 31, 2010, the Company's property portfolio was valued at approximately EUR 2.6 billion.
Disclaimer This press release does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein 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 another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein 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 herein 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.
This press release is directed at and/or for distribution in the United Kingdom only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities falling within article 49(2) (a) to (d) of the Order (all such persons are referred to herein as "relevant persons"). This press release is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents. Any investment or investment activity to which this press release relates is available only for relevant persons and will be engaged in only with relevant persons.
This press release is an advertisement and not a prospectus. Investors should not purchase or subscribe for any shares referred to in this press release except on the basis of information in the prospectus to be issued by the Company in connection with the offering of such shares. Copies of the prospectus will, following approval by the German Financial Supervisory Authority (BaFin) and publication, be available free of charge from GSW Immobilien AG, Charlottenstrasse 4, D-10969 Berlin, Germany, or on GSW Immobilien AG's website (www.gsw.de).
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Contact:
Sebastian Jacob
Tel.: +49 30 25 34- 18 82
E-Mail: sebastian.jacob@gsw.de
Branche: Real Estate
ISIN: DE000GSW1111
WKN: GSW111
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / regulated dealing