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Deutsche Wohnen AG / Key word(s): Issue of Debt 19.11.2013 07:53 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company 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 OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. Deutsche Wohnen AG resolves on issuance of convertible bonds as well as offer to purchase the outstanding convertible bonds of GSW Immobilien AG Frankfurt am Main/Berlin, 19 November 2013. Today, with approval of the supervisory board, the management board of Deutsche Wohnen AG resolved on the issuance of convertible bonds with an expected aggregate principal amount of EUR 250,000,000.00, maturing November 2020 ('DWAG-Convertible Bonds'). The DWAG-Convertible Bonds are convertible into newly issued or existing Deutsche Wohnen bearer shares with no par value. The shareholders' preemptive rights are excluded. The DWAG-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 DWAG-Convertible Bonds will be offered with an annual interest rate of 0.25% to 0.75% paid on a semi-annual basis and a conversion premium of 30% to 35% above the applicable reference share price (the reference share price for Deutsche Wohnen shares corresponds to the volume-weighted average share price (XETRA) of a Deutsche Wohnen 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 price 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 22 November 2013 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 on 22 November 2018 in accordance with the terms and conditions. Deutsche Wohnen AG is entitled to redeem the DWAG-Convertible Bonds from its 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. Credit Suisse Securities (Europe) Limited, Deutsche Bank AG and UBS Limited are acting as Joint Bookrunners for the placement of the DWAG-Convertible Bonds. Moreover, with approval of the supervisory board, the management board of Deutsche Wohnen AG also resolved today to authorize Credit Suisse Securities (Europe) Limited, Deutsche Bank AG and UBS Limited, acting on behalf of Deutsche Wohnen AG as Joint Dealer Managers, to invite holders of convertible bonds issued by GSW Immobilien AG on 20 November 2012 (ISIN: DE000GSW1CB6/ WKN: GSW1CB, 'GSW-Convertible Bonds') to make offers to sell their GSW-Convertible Bonds. The initial aggregate principal amount of EUR 182,900,000.00 GSW-Convertible Bonds due in November 2019 is as of today completely outstanding. The above-mentioned banks will determine a possible purchase price and the total number of GSW-Convertible Bonds expected to be acquired during an accelerated reverse bookbuilding process, which is expected to run over the course of two days. After this process, Deutsche Wohnen AG will decide whether, to what extent and at what price it will purchase GSW-Convertible Bonds. Deutsche Wohnen AG is under no obligation to purchase GSW-Convertible Bonds through this process. If and to the extent that Deutsche Wohnen AG purchases GSW-Convertible Bonds via this reverse bookbuilding process, part of the proceeds from the placement of DWAG-Convertible Bonds will be used for this purchase. Any remaining proceeds will be used by Deutsche Wohnen AG for general corporate purposes. 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 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. In connection with any offering of the convertible bonds of Deutsche Wohnen AG (the 'DWAG-Convertible Bonds'), Credit Suisse Securities (Europe) Limited, Deutsche Bank AG and UBS Limited (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 certain of the Joint Bookrunners or their affiliates may enter into financing arrangements and swaps with investors in connection with which such Joint Bookrunners (or their 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: +49 (0)30 / 897 86 - 551 19.11.2013 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 Announcement DGAP News-Service ---------------------------------------------------------------------------