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Deutsche Wohnen AG / Key word(s): Corporate Action 21-Feb-2017 / 23:08 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 successfully places EUR 800 million new convertible bonds and cash capital increase with gross proceeds of c. EUR 545 Million 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 laws. Frankfurt/Main and Berlin, 21 February 2017. Deutsche Wohnen AG ("Deutsche Wohnen" or the "Company") placed new convertible bonds maturing in July 2024 with an aggregate principal amount of EUR 800 million, divided into 8,000 bonds in a nominal amount of EUR 100,000 each ("New Convertible Bonds"). The New Convertible Bonds are initially convertible into approximately 16.5 million new or existing ordinary no-par value bearer shares of Deutsche Wohnen or can be repaid in cash. The New Convertible Bonds were issued at 100 % of their nominal value and with a 0.325 % coupon. The initial conversion price amounts to EUR 48.5775, representing a conversion premium of 53.0 % above the placement price of the capital increase. The New Convertible Bonds have been placed solely to institutional investors in certain jurisdictions via a private placement. The New Convertible Bonds are expected to be issued by Deutsche Wohnen on or around February 27, 2017 and shortly thereafter are to be admitted to trading on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange. Deutsche Wohnen is entitled to redeem the New Convertible Bonds from August 17, 2022, if the stock exchange price of the shares 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. Deutsche Wohnen also increased its registered share capital by approximately 5.1 %, from EUR 337,480,450 to EUR 354,654,560, through the partial exercise of its authorized capital, and under exclusion of shareholders' subscription rights. The 17,174,110 new no-par value ordinary bearer shares were placed to institutional investors in Germany and abroad at a placement price of EUR 31.75 per new share by ways of an accelerated bookbuilding, representing a discount to the XETRA closing price on February 21, 2017 of 2.1 %. 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, and carry full dividend rights as of January 1, 2016. Deutsche Wohnen achieves gross proceeds amounting to EUR 800 million from the New Convertible Bonds and approximately EUR 545 million from the Capital Increase. The proceeds from the Capital Increase will be used in most part to finance the repurchase of its outstanding 2020 Convertible Bonds by way of a 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 86-5412 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