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Deutsche Wohnen AG / Key word(s): Corporate Action 21-Feb-2017 / 18:09 CET/CEST Disclosure of an inside information acc. to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Deutsche Wohnen AG to (i) issue new convertible bonds, (ii) solicit offers from investors to sell to Deutsche Wohnen AG outstanding convertible bonds and (iii) to launch cash capital increase Not for release, publication or distribution in or into the United States, Canada, Australia, Japan or any other jurisdiction in which offers or sales would be prohibited by applicable laws. Frankfurt/Main and Berlin, 21 February 2017. Deutsche Wohnen AG ("Deutsche Wohnen" or the "Company") concurrently launches the issue of EUR 800 million convertible bonds maturing in July 2024 ("New Convertible Bonds"), solicits offers from investors to sell to Deutsche Wohnen AG the outstanding convertible bonds due November 2020 ("Convertible Bonds Tender Offer") and launches a capital increase against cash contribution with the intention to generate gross proceeds in the amount of approximately EUR 500 million ("Capital Increase"). The shares from the Capital Increase and the shares underlying the New Convertible Bonds amount together to almost 10 % of the registered share capital of the Company. New Convertible Bonds Today, the management board of Deutsche Wohnen, with approval of the supervisory board, resolved to issue New Convertible Bonds with an aggregate principal amount of EUR 800 million, maturing July 2024. The New Convertible Bonds are convertible into newly issued or existing Deutsche Wohnen bearer shares with no par value or can be repaid in cash. The shareholders' preemptive rights are excluded. The New Convertible Bonds will be issued at 100 % of their nominal value with a denomination of EUR 100,000 per convertible bond and - unless previously converted, repurchased or redeemed - will be redeemed at par at maturity. The New Convertible Bonds will be offered with an annual interest rate between 0.20 % and 0.45 % and a conversion premium between 48 % and 58 % above the placement price per Deutsche Wohnen share in the Capital Increase. The New Convertible Bonds will be offered solely to institutional investors in certain jurisdictions, outside the United States, via a private placement. The initial conversion price and the conversion premium are expected to be determined via an accelerated bookbuilding. The New Convertible Bonds are expected to be issued by Deutsche Wohnen on or about February 27, 2017, and subsequently to be admitted to trading on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange. The Company will be entitled to redeem the New Convertible Bonds from August 17, 2022 if the stock exchange price per share of Deutsche Wohnen amounts to at least 130 % of the conversion price over a certain period. The holders of the New Convertible Bonds will not be entitled to an investor put. Convertible Bonds Tender Offer Moreover, the management board of Deutsche Wohnen, with approval of the supervisory board, resolved today to authorize banks, acting on behalf of the Company, to invite holders of outstanding convertible bonds issued by Deutsche Wohnen on November 22, 2013, due 2020 with aggregate outstanding nominal amount of EUR 250 million ("2020 Convertible Bonds") to make offers to sell for cash their 2020 Convertible Bonds. The current market value of the outstanding 2020 Convertible Bonds amounts to approx. EUR 460 million. The Convertible Bonds Tender Offer is not open to any persons located or resident in the United States or that are otherwise U.S. Persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended), or persons acting for the account or benefit of any such persons, or in any other jurisdiction where the Convertible Bonds Tender Offer or any participation therein would be unlawful. After this process, Deutsche Wohnen will decide whether, to what extent and at what price it will purchase 2020 Convertible Bonds. Deutsche Wohnen is under no obligation to purchase 2020 Convertible Bonds through this process. Capital Increase The management board of Deutsche Wohnen, with approval of the supervisory board, further resolved on a capital increase, which corresponds to an amount of approximately EUR 500 million or 5 % of the registered share capital against cash contributions and under exclusion of shareholders' subscription rights. The placement price per new share will be determined following the conclusion of an accelerated bookbuilding. The new shares carry full dividend rights as of January 1, 2016. The share placement will be launched with immediate effect, and the new shares shall be offered to institutional investors in and outside of Germany. The new shares shall be admitted to trading on the regulated market (regulierter Markt) without a prospectus and are expected to be included in the existing quotation for the Company's shares in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange on or about February 27, 2017. Use of Proceeds The proceeds from the Capital Increase will be used in most part to finance the Convertible Bonds Tender Offer. The remaining proceeds from the Capital Increase and the proceeds from the issue of the New Convertible Bonds will primarily be used to finance the future acquisition pipeline, the Pegasus nursing home portfolio acquisition announced in Q3 2016 and other smaller recent acquisitions. The acquisition pipeline and the chances of executing further acquisitions are good. There are currently advanced but not yet concluded negotiations for a medium sized residential portfolio located in existing Core+ locations. The remaining proceeds shall be used as liquidity reserves for future acquisitions, as well as capital expenditures - including new developments - and shall also serve general corporate purposes. Deutsche Wohnen Deutsche Wohnen is one of the largest publicly listed property companies in Germany and Europe with a business focus on managing and developing its residential property portfolio. As at 31 December 2015 the portfolio comprised a total of 148,218 units, of which 146,128 are residential units and 2,090 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. Important Notice This publication may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. 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. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any 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. This publication is not an extension of a tender offer in the United States for securities of Deutsche Wohnen AG. A tender offer for the sale of Convertible Bonds is not being made within the United States or to, or for the account or benefit of, persons located or resident in the United States. 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. In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. This information contains forward-looking statements that are based upon current views and assumptions of the Deutsche Wohnen AG management, which were made to its best knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of Deutsche Wohnen AG or the success of the housing industry to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward- looking statements. In consideration of these risks, uncertainties and other factors, persons receiving these documents are advised not to unreasonably rely on these forward-looking statements. Deutsche Wohnen AG does not assume any obligation to update such forward-looking statements and to adjust them to any future results and developments. Person making the notification: Sebastian Jacob Director Investor Relations Phone +49 (0)30 897 86-5413 Fax +49 (0)30 897 86-5419 ir@deutsche-wohnen.com --------------------------------------------------------------------------- 21-Feb-2017 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at 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 89786-5419 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, Hanover, Munich, Stuttgart, Tradegate Exchange End of Announcement DGAP News Service