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Deutsche Wohnen AG / Key word(s): Issue of Debt 03.09.2014 07:53 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 RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. Ad hoc Deutsche Wohnen AG Key word: Issue of Debt Deutsche Wohnen AG resolves on the issuance of presumably EUR 400 million convertible bonds as part of the contemplated optimisation of its financing structure, thereby enhancing the FFO and cash flow profile significantly Frankfurt/Main and Berlin, 3 September 2014. Today, the management board of Deutsche Wohnen AG, with approval of the supervisory board, resolved on the issuance of senior, unsecured convertible bonds with an expected aggregate principal amount of EUR 400 million, maturing September 2021 (the "DWAG-Convertible Bonds"). The DWAG-Convertible Bonds will be convertible into newly issued or existing Deutsche Wohnen AG bearer shares with no par value. The shareholders' preemptive rights are excluded. The issuance of the DWAG-Convertible Bonds is part of the contemplated optimisation of Deutsche Wohnen AG's capital structure through a focussed refinancing of part of its current bank loans. Deutsche Wohnen AG targets, market-permitting, to refinance most parts of its financial liabilities that mature prior to and including fiscal year 2017 with new bank loans with an average maturity of around 8 years. The aggregate refinancing volume is anticipated to amount to approximately EUR 1.4 billion. Based on the current financing environment, Deutsche Wohnen AG expects, subject to stable market conditions, to reduce current interest expenses by at least EUR 35 million p.a. over the term of the new financing, thereby significantly increasing the FFO (without disposals) of Deutsche Wohnen Group as of 2015. In addition and beyond non-recurring financing costs described below, Deutsche Wohnen AG expects to reduce contractual amortisations by approximately EUR 20 million p.a. compared to Deutsche Wohnen AG's current financing structure over the term of the new financing, thereby increasing free cash flow by at least EUR 55 million p.a. in aggregate. The DWAG-Convertible Bonds will be issued at 100% of their principal amount 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 DWAG-Convertible Bonds will be offered with an annual interest rate of 0.375% to 0.875% paid on a semi-annual basis and a conversion premium of 27.5% to 32.5% above the reference share price (being the volume-weighted average share price on XETRA of a Deutsche Wohnen AG bearer share between launch and pricing of the convertible bonds offer) solely to institutional investors in certain jurisdictions via a private placement. The interest rate, the aggregate nominal amount, the initial conversion price and the conversion premium are expected to be determined via an accelerated bookbuilding over the course of today. The DWAG-Convertible Bonds are expected to be issued by Deutsche Wohnen AG on or about 8 September 2014 and subsequently thereafter to be admitted to trading on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange. Holders of the DWAG-Convertible Bonds will have the right to redeem the DWAG-Convertible Bonds once on 8 September 2019 in accordance with the terms and conditions. Deutsche Wohnen AG is entitled to redeem the DWAG-Convertible Bonds from 8 October 2018 if the stock exchange price of the bearer shares of Deutsche Wohnen AG exceeds 130% of the then applicable conversion price over a certain period. Deutsche Wohnen AG will also have the option to settle conversions of the DWAG-Convertible Bonds in cash in whole or in part. The proceeds from the private placement of the DWAG-Convertible Bonds are intended to be used, in an amount of approximately EUR 100 million, to cover one-time costs associated with the envisaged refinancing as described above (including prepayment compensations and costs arising out of the unwind of interest rate swaps entered into in connection with the respective bank loans). Additional up to EUR 150 million of the proceeds are earmarked for the partial debt retirement or repayment of bank loans. Proceeds of at least EUR 150 million will be used for investments in Deutsche Wohnen AG's real estate portfolio and general business purposes. Deutsche Wohnen AG has committed to a 3-month lock-up regarding further equity and equity-linked transactions, subject to certain customary exceptions. Goldman Sachs International and UBS Investment Bank are acting as Joint Bookrunners for the placement of the DWAG-Convertible Bonds. Important information 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 comes 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, an offer to purchase any securities or a solicitation of an offer to purchase securities 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 mentioned herein (including the convertible bonds and the Deutsche Wohnen AG shares to be delivered at conversion) 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. Deutsche Wohnen AG does not intend to register any portion of any offering of its securities in the United States or to conduct an offering of its securities 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 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. 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. In connection with any offering of the convertible bonds of Deutsche Wohnen AG (the "DWAG-Convertible Bonds"), Goldman Sachs International and UBS Investment Bank (together, the "Joint Bookrunners") and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any DWAG-Convertible Bonds and in that capacity may retain, purchase or sell for their own account such DWAG-Convertible Bonds. In addition any of the Joint Bookrunners or its affiliates may enter into financing arrangements and swaps with investors in connection with which such Joint Bookrunner (or its affiliates) may from time to time acquire, hold or dispose of DWAG-Convertible Bonds. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. The Joint Bookrunners are acting on behalf of Deutsche Wohnen AG and no one else in connection with any offering of the DWAG-Convertible Bonds and will not be responsible to any other person for providing the protections afforded to clients of the respective Joint Bookrunners nor for providing advice in relation to any offering of the DWAG-Convertible Bonds. Contact: Phone +49 (0)30 897 86-5413 Fax +49 (0)30 897 86-5409 ir@deutsche-wohnen.com 03.09.2014 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, DE0006283302, WKN: A0HN5C, 628330 Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------