News
10/21/2013
Update on exchange offer for GSW: Deutsche Wohnen notice to shareholders regarding mechanics of exchange offer scheduled to expire on 30 October 2013
DGAP-News: Update on exchange offer for GSW: Deutsche Wohnen notice to shareholders regarding mechanics of exchange offer scheduled to expire on 30 October 2013
Deutsche Wohnen AG / Key word(s): Offer
21.10.2013 / 14:41
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM THE USA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THE USA OR SUCH JURISDICTION.
Update on exchange offer for GSW: Deutsche Wohnen notice to shareholders regarding mechanics of exchange offer scheduled to expire on 30 October 2013
Frankfurt am Main/Berlin, 21 October 2013. In response to shareholder inquiries, Deutsche Wohnen AG ('Deutsche Wohnen') has issued the following notice regarding relevant deadlines and related information with respect to the exchange offer for GSW Immobilien AG ('GSW') by Deutsche Wohnen to exchange 2.55 Deutsche Wohnen Shares for each GSW Share (the 'Offer'):
» The initial acceptance period of the Offer is scheduled to expire on 30 October 2013
» The Offer is conditioned upon, among other things, that 75% of all GSW Shares outstanding as of 2 October 2013 are tendered by 30 October 2013 at the latest
» Each GSW Share tendered is marked as a 'Tendered GSW Share' and is tradable on the Regulated Market of the Frankfurt Stock Exchange under ISIN DE000GSW1137 until one day before the day of the filing for the registration of the implementation of the capital increase required to create the Deutsche Wohnen Shares used for the completion of the Offer
» With an increasing amount of Tendered GSW Shares until 30 October 2013, there is a strong probability that the liquidity of the untendered GSW Shares (ISIN: DE000GSW1111) may be significantly reduced
» On 15 October 2013, both the Management Board and the Supervisory Board of GSW issued their recommendation to GSW shareholders to tender their shares into the Offer
» In order to exchange GSW Shares into Deutsche Wohnen Shares, instructions to tender must be provided to the respective depository banks by 30 October 2013 at the latest. Depository banks should be contacted well ahead of the expiration of the exchange offer on 30 October 2013 to ensure that GSW Shares can be tendered in time
For further terms of the Offer, shareholders of GSW should carefully read the Offer document that was published on 2 October 2013, in particular with respect to the shareholders' right to tender GSW Shares in the additional acceptance period. Note that no additional acceptance period will commence if, inter alia, a minimum acceptance rate of 75% is not achieved during the initial acceptance period.
The Offer document and additional information about the Offer can be found at http://ir.deutsche-wohnen.com; questions regarding the Offer and related issues can be directed to Deutsche Wohnen Investor Relations at +49 30 897 86 551, to D.F. King at +44 20 792 09 700 or to Registrar Services at +49 69 910 62734.
Deutsche Wohnen
Deutsche Wohnen is one of the largest publicly listed residential property companies in Germany with a business focus on managing and developing its residential property portfolio. As of 30 June 2013 the portfolio comprised around 90,600 units in total, of which 89,500 are residential units and 1,100 are commercial properties. The company is listed in the Deutsche Börse's MDAX and is also included in the leading indices EPRA/NAREIT and GPR 250.
Disclaimer
This announcement is neither an offer to exchange nor a solicitation of an offer to exchange GSW Shares. Moreover, the announcement is neither an offer to purchase nor a solicitation to purchase Deutsche Wohnen Shares. The final terms and further provisions regarding the public takeover offer are disclosed in the offer document that has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of GSW Shares are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as they contain or will contain important information.
Subject to the exceptions described in the offer document, a public takeover offer is not being made directly or indirectly, in or into the USA or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. The Offer is carried out under exclusion of the use of the mails or any other means or instruments of interstate or foreign commerce (inter alia, transmission by facsimile, telephone or internet) in the USA and under exclusion of any facility of a national securities exchange of the USA. Accordingly, the sending or any other distribution of this announcement or any other accompanying document by mail, their forwarding or transmission in or into the USA or any other jurisdiction, where to do so would constitute a violation of the laws of such jurisdiction, is not permitted.
The Deutsche Wohnen Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state or any other jurisdiction of the USA. Therefore, subject to certain exceptions, Deutsche Wohnen Shares may not be offered within the USA. There is no public offering of the Deutsche Wohnen Shares in the USA.
To the extent permissible under applicable law or regulation, and in accordance with German market practice, Deutsche Wohnen or its brokers may purchase, or conclude agreements to purchase, GSW Shares, directly or indirectly, outside of the scope of the public takeover offer, before, during or after the acceptance or any additional acceptance period. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for GSW Shares. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.
Contact:
+49 (0)30 / 89786 - 551
End of Corporate News
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21.10.2013 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English Company: Deutsche Wohnen AG Pfaffenwiese 300 65929 Frankfurt Germany Phone: +49 (0)30 89786-0 Fax: +49 (0)30 89786-507 E-mail: ir@deutsche-wohnen.com Internet: http://www.deutsche-wohnen.com ISIN: DE000A0HN5C6, DE0006283302 WKN: A0HN5C, 628330 Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart
End of News DGAP News-Service
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21.10.2013 / 14:41
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM THE USA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THE USA OR SUCH JURISDICTION.
Update on exchange offer for GSW: Deutsche Wohnen notice to shareholders regarding mechanics of exchange offer scheduled to expire on 30 October 2013
Frankfurt am Main/Berlin, 21 October 2013. In response to shareholder inquiries, Deutsche Wohnen AG ('Deutsche Wohnen') has issued the following notice regarding relevant deadlines and related information with respect to the exchange offer for GSW Immobilien AG ('GSW') by Deutsche Wohnen to exchange 2.55 Deutsche Wohnen Shares for each GSW Share (the 'Offer'):
» The initial acceptance period of the Offer is scheduled to expire on 30 October 2013
» The Offer is conditioned upon, among other things, that 75% of all GSW Shares outstanding as of 2 October 2013 are tendered by 30 October 2013 at the latest
» Each GSW Share tendered is marked as a 'Tendered GSW Share' and is tradable on the Regulated Market of the Frankfurt Stock Exchange under ISIN DE000GSW1137 until one day before the day of the filing for the registration of the implementation of the capital increase required to create the Deutsche Wohnen Shares used for the completion of the Offer
» With an increasing amount of Tendered GSW Shares until 30 October 2013, there is a strong probability that the liquidity of the untendered GSW Shares (ISIN: DE000GSW1111) may be significantly reduced
» On 15 October 2013, both the Management Board and the Supervisory Board of GSW issued their recommendation to GSW shareholders to tender their shares into the Offer
» In order to exchange GSW Shares into Deutsche Wohnen Shares, instructions to tender must be provided to the respective depository banks by 30 October 2013 at the latest. Depository banks should be contacted well ahead of the expiration of the exchange offer on 30 October 2013 to ensure that GSW Shares can be tendered in time
For further terms of the Offer, shareholders of GSW should carefully read the Offer document that was published on 2 October 2013, in particular with respect to the shareholders' right to tender GSW Shares in the additional acceptance period. Note that no additional acceptance period will commence if, inter alia, a minimum acceptance rate of 75% is not achieved during the initial acceptance period.
The Offer document and additional information about the Offer can be found at http://ir.deutsche-wohnen.com; questions regarding the Offer and related issues can be directed to Deutsche Wohnen Investor Relations at +49 30 897 86 551, to D.F. King at +44 20 792 09 700 or to Registrar Services at +49 69 910 62734.
Deutsche Wohnen
Deutsche Wohnen is one of the largest publicly listed residential property companies in Germany with a business focus on managing and developing its residential property portfolio. As of 30 June 2013 the portfolio comprised around 90,600 units in total, of which 89,500 are residential units and 1,100 are commercial properties. The company is listed in the Deutsche Börse's MDAX and is also included in the leading indices EPRA/NAREIT and GPR 250.
Disclaimer
This announcement is neither an offer to exchange nor a solicitation of an offer to exchange GSW Shares. Moreover, the announcement is neither an offer to purchase nor a solicitation to purchase Deutsche Wohnen Shares. The final terms and further provisions regarding the public takeover offer are disclosed in the offer document that has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of GSW Shares are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as they contain or will contain important information.
Subject to the exceptions described in the offer document, a public takeover offer is not being made directly or indirectly, in or into the USA or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. The Offer is carried out under exclusion of the use of the mails or any other means or instruments of interstate or foreign commerce (inter alia, transmission by facsimile, telephone or internet) in the USA and under exclusion of any facility of a national securities exchange of the USA. Accordingly, the sending or any other distribution of this announcement or any other accompanying document by mail, their forwarding or transmission in or into the USA or any other jurisdiction, where to do so would constitute a violation of the laws of such jurisdiction, is not permitted.
The Deutsche Wohnen Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state or any other jurisdiction of the USA. Therefore, subject to certain exceptions, Deutsche Wohnen Shares may not be offered within the USA. There is no public offering of the Deutsche Wohnen Shares in the USA.
To the extent permissible under applicable law or regulation, and in accordance with German market practice, Deutsche Wohnen or its brokers may purchase, or conclude agreements to purchase, GSW Shares, directly or indirectly, outside of the scope of the public takeover offer, before, during or after the acceptance or any additional acceptance period. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for GSW Shares. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.
Contact:
+49 (0)30 / 89786 - 551
End of Corporate News
---------------------------------------------------------------------
21.10.2013 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English Company: Deutsche Wohnen AG Pfaffenwiese 300 65929 Frankfurt Germany Phone: +49 (0)30 89786-0 Fax: +49 (0)30 89786-507 E-mail: ir@deutsche-wohnen.com Internet: http://www.deutsche-wohnen.com ISIN: DE000A0HN5C6, DE0006283302 WKN: A0HN5C, 628330 Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart
End of News DGAP News-Service
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