EANS-News: GSW Immobilien AG successfully places EUR 182.9 million convertible
bonds
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Capital measures
Berlin (euro adhoc) - Not for publication or distribution in the United States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 successfully places EUR 182.9 million convertible bonds
* Annual coupon of 2.0%
* 7 year maturity
* Initial conversion premium fixed at 22.5% above the reference price of EUR
29.555
* Net offering proceeds to be used for the financing of the acquisition of
further property portfolios
Berlin, November 15, 2012 - GSW Immobilien AG (ISIN: DE000GSW1111; WKN: GSW111)
announces the successful issuance of unsubordinated, unsecured convertible
bonds, due November 2019, for an aggregate nominal amount of EUR 182.9 million
(the "Convertible Bonds"). The Convertible Bonds are convertible into
approximately 5.1 million new ordinary bearer shares of GSW Immobilien AG.
By issuing the Convertible Bonds, GSW Immobilien AG has benefited from the
current favourable market environment for the financing of the company's future
growth and at the same time has further diversified 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.
CFO Andreas Segal explains the advantages of convertible bonds: "An active
financial management is becoming increasingly important in order to keep the
borrowing costs to a minimum and at the same time to ensure a high level of
flexibility for the financing of new investments. Alternative financing
instruments such as convertible bonds therefore help GSW Immobilien AG to raise
liquidity and optimize borrowing costs. The successful placement of the
convertible bond within just a few hours is a proof of confidence in GSW
Immobilien AG."
The Convertible Bonds will be issued and redeemed at 100% of their principal
amount. The annual coupon was set at 2.0% and the initial conversion premium was
fixed at 22.5% above the reference price of EUR 29.555 by means of an
accelerated bookbuilding process. The initial conversion price thus amounts to
EUR 36.205.
The Convertible Bonds were offered through a private placement solely to
institutional investors outside the United States of America, Canada, Australia
and Japan. The Convertible Bonds will be issued by GSW Immobilien AG on November
20, 2012, and are intended to be listed on the Open Market segment
("Freiverkehr") of the Frankfurt Stock Exchange. The pre-emptive right of
shareholders of GSW Immobilien AG to subscribe to the Convertible Bonds was
excluded.
Deutsche Bank AG and Société Générale Corporate & Investment Banking have acted
as Joint Bookrunners and Joint Lead Managers for the transaction.
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.
Contacts
GSW Immobilien AG
Charlottenstraße 4, D-10969 Berlin
Press Investor Relations
Thomas Rücker Sebastian Jacob
E-Mail: {thomas.ruecker@gsw.de} E-Mail: sebastian.jacob@gsw.de
Tel.:+49.(0)30.25 34-13 32 Tel.: +49.(0)30.25 34-18 82
Fax: +49.(0)30.25 34-19 34 Fax: +49.(0)30.25 34- 233 1960
About GSW
GSW Immobilien AG is a leading privately-owned residential real estate company
operating in Berlin, with a portfolio of approximately 52,100 apartments. 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. As of December 31, 2011, the Company's property
portfolio was valued at approximately EUR 2.9 billion. Since then, GSW has
acquired approximately 4.400 apartments with a combined value of approximately
EUR200 million.
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 press release 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 press release and the offer and sale of the Convertible
Bonds in certain jurisdictions may be restricted by law. Any persons reading
this press release should inform themselves of and observe any such
restrictions.
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 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 press release 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:
Kati Pohl
Tel.: +49 30 25 34-13 40
E-Mail: Kati.Pohl@gsw.de
end of announcement euro adhoc
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company: 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