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Deutsche Wohnen AG / Key word(s): Issue of Debt 19.11.2013 / 16:18 --------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. Deutsche Wohnen AG successfully places EUR 250 million convertible bonds Placement of EUR 250 million convertible bonds with an interest rate of 0.5% and a term of 7 years Frankfurt am Main/Berlin, 19 November 2013. Deutsche Wohnen AG announces the successful placement of convertible bonds maturing in November 2020 with an aggregate principal amount of EUR 250 million, divided into 2,500 individual bonds at a nominal value of EUR 100,000 ('DWAG-Convertible Bonds'). The DWAG-Convertible Bonds are initially convertible into approximately 10.3 million new or existing ordinary no par value bearer shares of Deutsche Wohnen AG. The convertible bonds placed by Deutsche Wohnen AG have an annual interest rate of 0.5% paid on a semi-annual basis. The initial conversion price amounts to EUR 18.7538, representing a conversion premium of 30% above the applicable Deutsche Wohnen reference share price in the amount of EUR 14.4260. The DWAG-Convertible Bonds have been placed solely to institutional investors in certain jurisdictions via a private placement. The DWAG-Convertible Bonds are expected to be issued by Deutsche Wohnen AG on or around 22 November 2013 and shortly thereafter are 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 22 November 2018 in accordance with the terms and conditions. Deutsche Wohnen AG is entitled to redeem the DWAG-Convertible Bonds from the fourth anniversary if the stock exchange price of the bearer shares of Deutsche Wohnen AG amounts to at least 130% of the conversion price over a certain period. If and to the extent that Deutsche Wohnen AG acquires GSW convertible bonds as part of its offer to purchase the GSW convertible bonds issued in November 2012 (ISIN: DE000GSW1CB6/WKN: GSW1CB), part of the proceeds stemming from the placement of convertible bonds of Deutsche Wohnen AG will be used for this purchase. Any remaining proceeds will be used by Deutsche Wohnen AG for general corporate purposes. Credit Suisse Securities (Europe) Limited, Deutsche Bank AG and UBS Limited acted as Joint Bookrunners for the placement. 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 September 2013 the portfolio comprised 89,810 units in total, of which 88,695 are residential units and 1,115 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. 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 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 State or to conduct an offering of its securities in the United States. A tender offer for the sale of GSW-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 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. Contact: +49 (0)30 / 89786 - 551 End of Corporate News --------------------------------------------------------------------- 19.11.2013 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 --------------------------------------------------------------------- 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 --------------------------------------------------------------------- 240478 19.11.2013