News
05/20/2015
Deutsche Wohnen resolves cash capital increase in relation to successful signing of portfolio acquisitions and envisaged refinancing
DGAP-Ad-hoc: Deutsche Wohnen resolves cash capital increase in relation to successful signing of portfolio acquisitions and envisaged refinancing
Deutsche Wohnen AG / Key word(s): Capital Increase
20.05.2015 08:16
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
NOT FOR DISSEMINATION, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN ANY OTHER JURISDICTION WHERE SUCH PUBLICATION WOULD CONSTITUTE A VIOLATION OF LAWS. PLEASE READ THE IMPORTANT NOTE AT THE END OF THIS PUBLICATION.
Deutsche Wohnen resolves cash capital increase in relation to successful signing of portfolio acquisitions and envisaged refinancing
Frankfurt/Main and Berlin, 20 May 2015. Today, the management board of Deutsche Wohnen AG ('Deutsche Wohnen'), with approval of the supervisory board, has resolved on a cash capital increase from its authorized capital, granting subscription rights to existing shareholders. The share capital of Deutsche Wohnen shall be increased by up to 42.2 million new shares through the issuance of new ordinary bearer shares with no par-value. The new shares carry full dividend entitlement from, and including, the fiscal year starting 1 January 2015.
The capital increase will primarily be used to finance the acquisitions of c. 6,500 residential units, which are predominantly located in Berlin with closing for the vast majority of these acquisitions expected to take place at the end of the first half of 2015. The total portfolio has an acquisition value of c. EUR 500 million and generates an annual net cold rent of c. EUR 25.6 million with a current vacancy of 2.6%. An annual EBITDA contribution of more than EUR 20 million is expected.
Additionally, Deutsche Wohnen aims to refinance EUR 1.2 billion of its financial liabilities that mature predominantly in 2018 and 2019 with new bank loans and potentially by issuing bonds in the debt capital markets with average maturities of around 10 years. The financial liabilities to be refinanced have an average interest rate of 3.4%. Further, selected bank loans with higher interest costs in the amount of c. EUR 0.3 billion shall be repaid from its cash position. In total, Deutsche Wohnen intends to address financial liabilities of up to EUR 1.5 billion, reducing the pro forma LTV to below 45% and reducing the average interest rate to below 2%.
The new shares will be offered to the shareholders with a subscription ratio of 7:1 by way of an indirect subscription right at a subscription price per share yet to be determined. In accordance with the subscription ratio, 7 existing shares of Deutsche Wohnen entitle the holder to subscribe for 1 new share at the subscription price. The subscription period shall, subject to approval of the prospectus through the German Federal Financial Supervisory Authority (BaFin) and the publication of the approved prospectus, begin on 21 May 2015 and is expected to end on 3 June 2015. The subscription price as well as the final issuance volume will be determined by the management board with approval of the supervisory board in separate resolutions. Shares not subscribed shall be placed as part of a private placement immediately after the end of the subscription period at a price not to be lower than the subscription price.
The subscription price per new share is expected to be set after close of trading on or about 27 May 2015 taking into account the volume weighted average price for the bearer shares of Deutsche Wohnen AG on the XETRA electronic trading system of the Frankfurt Stock Exchange from the beginning of the subscription period on 21 May 2015 until the end of trading on or around 27 May 2015, less a discount, to be determined by the management board with the approval of the supervisory board. The discount will take into consideration a discount due to the dividend to be paid for the fiscal year 2014, in which the new shares will not participate, an assessment of the volatility of the price of Deutsche Wohnen bearer shares at the time of the price determination as well as Deutsche Wohnen specific market risks. Deutsche Wohnen reserves the right not to conduct the rights offering, particularly in case of negative market developments.
Deutsche Wohnen targets gross proceeds from the capital increase of EUR 875 million to EUR 950 million. The net proceeds will primarily be used for the refinancing of the signed portfolio acquisitions. The remainder shall be used primarily for potential further acquisitions as well as for the planned repayment of high interest-bearing financial liabilities. Any remainder will be used for general corporate purposes.
The subscription rights (ISIN DE000A14KDW3/ WKN A14KDW) for the new shares shall, subject to approval and publication of the prospectus, be traded in the regulated market (XETRA and XETRA Frankfurt Specialist) of the Frankfurt Stock Exchange in the time between 21 May 2015 up to and including 1 June 2015 about 12:00 CEST. All shares that have already been issued by Deutsche Wohnen shall be quoted as 'ex-subscription right' on the regulated market of the Frankfurt Stock Exchange, likely from 21 May 2015 onwards. Trading in the new shares on the regulated market of the Frankfurt Stock Exchange is expected to commence on 8 June 2015. The new shares are expected to be included into the quotation of the existing shares of the company after the annual general meeting from 15 June 2015 onwards.
Important notice
This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of Deutsche Wohnen AG should only be made on the basis of the securities prospectus to be published. The securities prospectus to be published will be published promptly upon approval by the Bundesanstalt für
Finanzdienstleistungsaufsicht (BaFin) and will be available free of charge from Deutsche Wohnen AG, Pfaffenwiese 300, 65929 Frankfurt am Main, Germany or on the Deutsche Wohnen AG website www.deutsche-wohnen.com at least one business day before the start of the subscription period.
This publication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of Deutsche Wohnen AG in the United States, Germany or any other jurisdiction. The securities of Deutsche Wohnen AG may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the 'Securities Act'). The securities of Deutsche Wohnen AG have not been, and will not be, registered under the Securities Act.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order') or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as 'Relevant Persons'). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words 'will', 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Deutsche Wohnen and the persons acting together with Deutsche Wohnen. Such forward-looking statements are based on current plans, estimates and forecasts, which Deutsche Wohnen and the persons acting together with Deutsche Wohnen have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Deutsche Wohnen or the persons acting together with Deutsche Wohnen. It should be kept in mind that the actual events or consequences may materially differ from those contained in or expressed by such forward-looking statements.
Contact:
Phone +49 (0)30 897 86-5413
Fax +49 (0)30 897 86-5409
ir@deutsche-wohnen.com
20.05.2015 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
Language: English
Company: Deutsche Wohnen AG
Pfaffenwiese 300
65929 Frankfurt am Main
Germany
Phone: +49 (0)30 89786-0
Fax: +49 (0)30 89786-5409
E-mail: ir@deutsche-wohnen.com
Internet: http://www.deutsche-wohnen.com
ISIN: DE000A0HN5C6
WKN: A0HN5C
Indices: MDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart
End of Announcement DGAP News-Service
20.05.2015 08:16
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
NOT FOR DISSEMINATION, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN ANY OTHER JURISDICTION WHERE SUCH PUBLICATION WOULD CONSTITUTE A VIOLATION OF LAWS. PLEASE READ THE IMPORTANT NOTE AT THE END OF THIS PUBLICATION.
Deutsche Wohnen resolves cash capital increase in relation to successful signing of portfolio acquisitions and envisaged refinancing
Frankfurt/Main and Berlin, 20 May 2015. Today, the management board of Deutsche Wohnen AG ('Deutsche Wohnen'), with approval of the supervisory board, has resolved on a cash capital increase from its authorized capital, granting subscription rights to existing shareholders. The share capital of Deutsche Wohnen shall be increased by up to 42.2 million new shares through the issuance of new ordinary bearer shares with no par-value. The new shares carry full dividend entitlement from, and including, the fiscal year starting 1 January 2015.
The capital increase will primarily be used to finance the acquisitions of c. 6,500 residential units, which are predominantly located in Berlin with closing for the vast majority of these acquisitions expected to take place at the end of the first half of 2015. The total portfolio has an acquisition value of c. EUR 500 million and generates an annual net cold rent of c. EUR 25.6 million with a current vacancy of 2.6%. An annual EBITDA contribution of more than EUR 20 million is expected.
Additionally, Deutsche Wohnen aims to refinance EUR 1.2 billion of its financial liabilities that mature predominantly in 2018 and 2019 with new bank loans and potentially by issuing bonds in the debt capital markets with average maturities of around 10 years. The financial liabilities to be refinanced have an average interest rate of 3.4%. Further, selected bank loans with higher interest costs in the amount of c. EUR 0.3 billion shall be repaid from its cash position. In total, Deutsche Wohnen intends to address financial liabilities of up to EUR 1.5 billion, reducing the pro forma LTV to below 45% and reducing the average interest rate to below 2%.
The new shares will be offered to the shareholders with a subscription ratio of 7:1 by way of an indirect subscription right at a subscription price per share yet to be determined. In accordance with the subscription ratio, 7 existing shares of Deutsche Wohnen entitle the holder to subscribe for 1 new share at the subscription price. The subscription period shall, subject to approval of the prospectus through the German Federal Financial Supervisory Authority (BaFin) and the publication of the approved prospectus, begin on 21 May 2015 and is expected to end on 3 June 2015. The subscription price as well as the final issuance volume will be determined by the management board with approval of the supervisory board in separate resolutions. Shares not subscribed shall be placed as part of a private placement immediately after the end of the subscription period at a price not to be lower than the subscription price.
The subscription price per new share is expected to be set after close of trading on or about 27 May 2015 taking into account the volume weighted average price for the bearer shares of Deutsche Wohnen AG on the XETRA electronic trading system of the Frankfurt Stock Exchange from the beginning of the subscription period on 21 May 2015 until the end of trading on or around 27 May 2015, less a discount, to be determined by the management board with the approval of the supervisory board. The discount will take into consideration a discount due to the dividend to be paid for the fiscal year 2014, in which the new shares will not participate, an assessment of the volatility of the price of Deutsche Wohnen bearer shares at the time of the price determination as well as Deutsche Wohnen specific market risks. Deutsche Wohnen reserves the right not to conduct the rights offering, particularly in case of negative market developments.
Deutsche Wohnen targets gross proceeds from the capital increase of EUR 875 million to EUR 950 million. The net proceeds will primarily be used for the refinancing of the signed portfolio acquisitions. The remainder shall be used primarily for potential further acquisitions as well as for the planned repayment of high interest-bearing financial liabilities. Any remainder will be used for general corporate purposes.
The subscription rights (ISIN DE000A14KDW3/ WKN A14KDW) for the new shares shall, subject to approval and publication of the prospectus, be traded in the regulated market (XETRA and XETRA Frankfurt Specialist) of the Frankfurt Stock Exchange in the time between 21 May 2015 up to and including 1 June 2015 about 12:00 CEST. All shares that have already been issued by Deutsche Wohnen shall be quoted as 'ex-subscription right' on the regulated market of the Frankfurt Stock Exchange, likely from 21 May 2015 onwards. Trading in the new shares on the regulated market of the Frankfurt Stock Exchange is expected to commence on 8 June 2015. The new shares are expected to be included into the quotation of the existing shares of the company after the annual general meeting from 15 June 2015 onwards.
Important notice
This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of Deutsche Wohnen AG should only be made on the basis of the securities prospectus to be published. The securities prospectus to be published will be published promptly upon approval by the Bundesanstalt für
Finanzdienstleistungsaufsicht (BaFin) and will be available free of charge from Deutsche Wohnen AG, Pfaffenwiese 300, 65929 Frankfurt am Main, Germany or on the Deutsche Wohnen AG website www.deutsche-wohnen.com at least one business day before the start of the subscription period.
This publication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of Deutsche Wohnen AG in the United States, Germany or any other jurisdiction. The securities of Deutsche Wohnen AG may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the 'Securities Act'). The securities of Deutsche Wohnen AG have not been, and will not be, registered under the Securities Act.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order') or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as 'Relevant Persons'). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words 'will', 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Deutsche Wohnen and the persons acting together with Deutsche Wohnen. Such forward-looking statements are based on current plans, estimates and forecasts, which Deutsche Wohnen and the persons acting together with Deutsche Wohnen have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Deutsche Wohnen or the persons acting together with Deutsche Wohnen. It should be kept in mind that the actual events or consequences may materially differ from those contained in or expressed by such forward-looking statements.
Contact:
Phone +49 (0)30 897 86-5413
Fax +49 (0)30 897 86-5409
ir@deutsche-wohnen.com
20.05.2015 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
Language: English
Company: Deutsche Wohnen AG
Pfaffenwiese 300
65929 Frankfurt am Main
Germany
Phone: +49 (0)30 89786-0
Fax: +49 (0)30 89786-5409
E-mail: ir@deutsche-wohnen.com
Internet: http://www.deutsche-wohnen.com
ISIN: DE000A0HN5C6
WKN: A0HN5C
Indices: MDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart
End of Announcement DGAP News-Service