EANS-Adhoc: GSW Immobilien AG launches convertible bond offering of
approximately EUR 185 million
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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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15.11.2012
Not for publication or distribution in the United States of America, Australia,
Canada or Japan, or in any other jurisdiction in which offers or sales would be
prohibited by applicable law.
GSW Immobilien AG launches convertible bond offering of approximately EUR 185
million
Berlin, November 15, 2012 - The Management Board of GSW Immobilien AG (ISIN:
DE000GSW1111; WKN: GSW111) resolved today, with the consent of the Supervisory
Board, to launch the offering of unsubordinated, unsecured convertible bonds of
approximately EUR 185 million maturing in November 2019 (the "Convertible
Bonds"). The Convertible Bonds are convertible into up to approximately 5.1
million new ordinary bearer shares of GSW Immobilien AG.
By issuing the Convertible Bonds, GSW Immobilien AG intends to benefit from the
current favourable market environment for the financing of the company's future
growth and at the same time to further diversify the funding sources and its
investor base. Following the acquisition of the 4,400 units in October this year
and the already announced envisaged purchase of further 3,000 apartments in
Berlin, with negotiations well advanced and which could be finalized in short
term, GSW Immobilien AG intends to continue its successful growth strategy. The
net offering proceeds of the issuance of the Convertible Bonds shall ensure the
required financial flexibility and in particular be used for the financing of
the acquisition of further attractive property portfolios.
The Convertible Bonds will be issued and redeemed at 100% of their principal
amount and will be offered with an annual coupon between 2.0% and 2.5% and an
initial conversion premium between 20% and 25% above the reference price ,
through a private placement solely to institutional investors outside the United
States of America, Canada, Australia and Japan. The Convertible Bonds will have
a 7 year maturity. Holders of the Convertible Bonds will be entitled to require
an early redemption of the Convertible Bonds on the fifth anniversary, after the
issue date, at the principal amount together with accrued interest. The coupon
and the conversion premium are expected to be determined via an accelerated
bookbuilding process to take place today.
The Convertible Bonds are expected to be issued by GSW Immobilien AG on or about
November 20, 2012, and are intended to be listed on the Open Market segment
("Freiverkehr") of the Frankfurt Stock Exchange after execution of the
transaction. The pre-emptive right of shareholders of GSW Immobilien AG to
subscribe to the Convertible Bonds was excluded.
GSW Immobilien AG will commit to a 90-day lock-up, subject to certain
exceptions.
Deutsche Bank AG and Société Générale Corporate & Investment Banking are acting
as Joint Lead Managers and Joint Bookrunners for the transaction.
1) The reference price will be equal to the volume-weighted average price of GSW
Immobilien AG's shares on XETRA between the opening of trading on November 15,
2012 until the determination of the final terms of the Convertible Bonds.
- End of ad hoc notification -
Additional information
The shares of GSW Immobilien AG are admitted to trading on the regulated market
of Frankfurt Stock Exchange (Prime Standard) as well as on the regulated market
of the Berlin stock exchange (ISIN: DE000GSW1111, WKN: GSW111) and are listed in
the MDAX index of Deutsche Börse.
Important notice
Not for publication or distribution in the United States of America, Australia,
Canada or Japan, or in any other jurisdiction in which offers or sales would be
prohibited by applicable law.
This ad hoc notification is for information purposes only and does not
constitute or form part of, and should not be construed as an offer or an
invitation to sell, or issue or the solicitation of any offer to buy or
subscribe for, any securities. In connection with this transaction there has not
been, nor will there be, any public offering of the Convertible Bonds. No
prospectus will be prepared in connection with the offering of the Convertible
Bonds. The Convertible Bonds may not be offered to the public in any
jurisdiction in circumstances which would require the Issuer of the Convertible
Bonds to prepare or register any prospectus or offering document relating to the
Convertible Bonds in such jurisdiction.
The distribution of this ad hoc notification and the offer and sale of the
Convertible Bonds in certain jurisdictions may be restricted by law. Any persons
reading this ad hoc notification should inform themselves of and observe any
such restrictions.
This ad hoc notification 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 (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") except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
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 or anywhere else.
This ad hoc notification is an advertisement and not a prospectus within the
meaning of Directive 2003/71/EC of the European Parliament and the Council of 4
November 2003 as implemented in each member state of the European Economic Area
(the "Prospectus Directive").
With respect to the Member States of the European Economic Area which have
implemented the Prospectus Directive (the "Relevant Members State"), no action
has been undertaken or will be undertaken to make an offer to the public of the
Convertible Bonds requiring a publication of a prospectus in any Relevant Member
State. As a result, the Convertible Bonds may only be offered in Relevant Member
States:
(a) to any legal entity which is a qualified investor as defined in the
Prospectus Directive;
(b) to fewer than 100 or, in Relevant Member States that have implemented
the relevant provision of the Prospectus Directive Amendment, 150 natural or
legal persons (other than qualified investors as defined in the Prospectus
Directive) subject to obtaining the prior consent of the relevant underwriter or
underwriters nominated by the Company for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus
Directive,
provided that none of the offers referred to in paragraphs (a) to (c) above
shall require the Company or any underwriter to publish a prospectus pursuant to
Article 3 of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive.
For the purposes of this paragraph, the notion of an "offer to the public of
Convertible Bonds" in each of the Relevant Member States, means any
communication, to individuals or legal entities, in any form and by any means,
of sufficient information on the terms and conditions of the offering and on the
Convertible Bonds to be offered, thereby enabling an investor to decide to
purchase or subscribe for the Convertible Bonds, as the same may be varied in
that Member State by any measure implementing the Prospectus Directive.
This selling restriction is in addition to any other selling restriction
applicable in those Relevant Member States.
This communication does not constitute an offer of securities to the public in
the United Kingdom. Consequently, this communication is directed only at (i)
persons who are outside the United Kingdom or (ii) qualified investors as
defined in Section 86(7) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended from time to time (the "Order"),
which includes legal entities which are regulated by the Financial Service
Authority and entities which are not so regulated, but whose corporate purpose
is solely to invest in securities and who also fall within the definition of
"Investment Professionals" in Article 19(5) of the Order and high net worth
entities falling within Article 49(2)(a)-(d) of the Order.
Further inquiry note:
René Bergmann
Tel.: +49 30 2534 1362
Fax: +49 30 2534 233 1960
E-Mail: rene.bergmann@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