EANS-Adhoc: GSW Immobilien AG resolves capital increase
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ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
adhoc with the aim of a Europe-wide distribution. The issuer is solely
responsible for the content of this announcement.
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17.04.2012
Berlin, April 17, 2012 - The management board of GSW Immobilien AG, with the
approval of the supervisory board today resolved a capital increase against
cash contributions with shareholders´ indirect subscription rights. The
Company´s share capital shall be increased through the exercise of the existing
authorised capital from EUR 41,052,630 by EUR 9,473,684 to EUR 50,526,314
against cash contributions through the issue of 9,473,684 new no par value
bearer shares. The new shares carry full dividend rights as of January 1, 2011.
The new shares will be offered to shareholders for indirect subscription at a
ratio of 13:3 at a subscription price of EUR 21.30 per new share. 13 existing
shares of GSW Immobilien AG entitle the holders to subscribe for 3 new
shares. Subject to the approval of the prospectus by the German Federal
Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht - BaFin) and the publication of the approved
prospectus, the subscription period is expected to begin on April 19, 2012 and
end on May 2, 2012. Any new shares not subscribed for by the end of the
subscription period will be offered by way of a private placement.
Subject to the approval and publication of the prospectus, the subscription
rights (ISIN DE000GSW1129 / WKN GSW112) for the new shares will be traded
during the period from April 19, 2012, up to and including April 27, 2012, on
the regulated market (regulierter Markt) (XETRA Frankfurt Specialist) of the
Frankfurt Stock Exchange. The Company´s existing shares will be quoted as ex-
subscription rights (ex-Bezugsrecht); this quotation will commence on April
19, 2012. The new shares are expected to be included in the existing quotation
for the Company's listed shares in the sub-segment of the regulated market
with additional post-admission obligations (Prime Standard) on the Frankfurt
Stock Exchange and on the regulated market of the Berlin Stock Exchange on May
3, 2012.
The Company expects to receive gross proceeds from the capital increase of
approximately EUR 201.8 million. The Company intends to use the net proceeds
of EUR 190.3 million of the offering for future acquisitions and to optimise
its strategic and financial flexibility.
The Company has agreed to a lock-up period of six months, and the Company´s
management board and Dr Jochen Scharpe, a member of the Company´s supervisory
board, subject to certain exceptions have agreed to a lock-up period of three
months. These lock-up periods begin after the start of trading in the new
shares.
With respect to the commencement of the subscription period on April 19, 2012
and all dates thereafter, it is assumed that the subscription offer will be
published in the electronic version of the German Federal Gazette
(elektronischer Bundesanzeiger) on April 18, 2012. Should this publication
only be possible on April 19, 2012, the subscription period will begin on
April 20, 2012 and all dates thereafter will be postponed by one day.
This announcement 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 of America 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
of America absent registration under the U.S. Securities Act of 1933, as
amended (the "Securities Act") except pursuant to an 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 of America.
This announcement is not a prospectus. Investors should not purchase or
subscribe for any shares referred to in this announcement 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 of the German Financial Supervisory Authority (BaFin) and
publication, be available free of charge from GSW Immobilien AG,
Charlottenstr. 4, D-10969 Berlin, Germany or on GSW Immobilien AG´s website
(www.gsw.de).
Further inquiry note:
Sebastian Jacob
Tel.: +49 30 2534 1882
Fax: +49 30 2534 233 1960
E-Mail: ir@gsw.de
end of announcement euro adhoc
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issuer: GSW Immobilien AG
Charlottenstr. 4
D-10969 Berlin
phone: +49 30 68 99 99 0
FAX: +49 30 68 99 99 999
mail: kundenservice@gsw.de
WWW: http://www.gsw.de
sector: Real Estate
ISIN: DE000GSW1111
indexes: MDAX
stockmarkets: regulated dealing: Berlin, regulated dealing/prime standard:
Frankfurt
language: English