Deutsche Wohnen AG: Domination agreement between Deutsche Wohnen AG and GSW Immobilien AG registered with the commercial register
Deutsche Wohnen AG / Key word(s): Contract
- Joint Corporate News Deutsche Wohnen AG and GSW Immobilien AG -
Domination agreement between Deutsche Wohnen AG and GSW Immobilien AG registered with the commercial register
Frankfurt am Main / Berlin, September 4, 2014. Deutsche Wohnen AG and GSW Immobilien AG announce that today, the domination agreement (the "Domination Agreement") between the two companies as of April 30, 2014 has been registered with the commercial register of Charlottenburg in Berlin. Upon registration, the Domination Agreement, with Deutsche Wohnen as the controlling company, and GSW Immobilien AG as the controlled company entered into force. The shareholders of Deutsche Wohnen AG and GSW Immobilien AG have already approved the Domination Agreement by a large majority, in the respective general meetings on June 11, 2014 and June 18, 2014.
Settlement Offer to the Shareholders of GSW Immobilien AG
Under the Domination Agreement, Deutsche Wohnen AG undertook, upon request by minority shareholders of GSW Immobilien AG, to acquire three shares of GSW Immobilien AG in exchange for seven shares in Deutsche Wohnen AG each representing a notional value of EUR 1.00 in the share capital of Deutsche Wohnen AG (the "Settlement Offer"). As of today, minority shareholders of GSW Immobilien AG are entitled to accept the Settlement Offer. The offer period ends on November 4, 2014 at 12 AM (midnight). In the event of an initiation of appraisal proceedings, GSW Immobilien AG minority shareholders will remain entitled to exchange their shares for shares in Deutsche Wohnen AG beyond this date.
The no-par value bearer shares in Deutsche Wohnen AG that are required for the settlement have been admitted to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment thereof, with additional post-admission obligations (Prime Standard) on September 4, 2014.
Alternative Fair Compensation for the Shareholders of GSW Immobilien AG
Deutsche Wohnen AG guarantees the minority shareholders of GSW Immobilien AG who chose not to accept the Settlement Offer as fair compensation for the duration of the Domination Agreement a fixed annual payment in the form of a guaranteed dividend ("Guaranteed Dividend"). The Guaranteed Dividend for each GSW Immobilien AG fiscal year and each bearer share in GSW Immobilien AG, representing a notional value of EUR 1.00 of the share capital, amounts to EUR 1.40 (derived from a gross amount of EUR 1.66 less any corporate income tax and solidarity surcharge at the prevailing rate for the relevant fiscal year).
Publication of the Settlement Offer and Prospectus
Further details for the Settlement Offer can be found in the Settlement Offer notification published on today's date in the Federal Gazette (www.bundesanzeiger.de). In addition, minority shareholders of GSW Immobilien AG can obtain more information about technical processing of the Settlement Offer by contacting their custodian bank.
In connection with the Settlement Offer, and the admission of the shares from the conditional capital increase, a securities prospectus of Deutsche Wohnen AG has been published on September 3, 2014 on Deutsche Wohnen AG's website: www.deutsche-wohnen.com (under the heading "Investor Relations"). Printed copies of the Prospectus are available free of charge during normal business hours at the following address: Deutsche Wohnen AG, Mecklenburgische Straße 57, 14197 Berlin.
Deutsche Wohnen is one of the leading publicly listed residential property companies in Germany and Europe with a business focus on managing and developing its residential property portfolio. As at June 30, 2014 its portfolio comprised a total of 150,100 units, of which 148,000 are residential units and 2,100 commercial properties. In addition, the company operates around 2,200 nursing places/apartments in the segment Nursing and Assisted Living. Deutsche Wohnen AG is listed in the Deutsche Börse's MDAX and included in the leading indices EPRA/NAREIT and GPR 100.
Founded in 1924, GSW Immobilien AG is a leading listed real estate company in Berlin. GSW's corporate strategy is focused on the long-term management of rental properties, applying a systematic approach aimed at increasing both customer satisfaction and operating efficiency. Since November 27, 2013, GSW Immobilien AG has been part of the Deutsche Wohnen - Group.
No action has or will be taken outside the Federal Republic of Germany and the Grand Duchy of Luxembourg that would permit a public offering of the shares, or the distribution of a prospectus or any other offering material relating to such shares outside these jurisdictions except to the extent that such distribution is permitted under the laws of the relevant jurisdiction. Acceptance of the Settlement Offer outside of Germany may be restricted. Persons who wish to accept the settlement offer outside of Germany are advised to inform themselves about and comply with any such restrictions.
04.09.2014 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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|Company:||Deutsche Wohnen AG|
|65929 Frankfurt am Main|
|Phone:||+49 (0)30 89786-0|
|Fax:||+49 (0)30 89786-5409|
|Listed:||Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart|
|End of News||DGAP News-Service|