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PRESS RELEASE: GSW Immobilien AG: Convertible Bond - Notice of a change of control

DGAP-News: GSW Immobilien AG / Key word(s): Miscellaneous GSW Immobilien AG: Convertible Bond - Notice of a change of control

27.11.2013 / 15:33

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GSW Immobilien AG - Notice of a change of control in the sense of the Terms and Conditions of the Convertible Bonds of GSW Immobilien AG (ISIN DE000GSW1CB6), of a right limited in time to opt for early redemption of the convertible bonds, and of a temporary adjustment of the conversion price

Berlin, 27 November 2013 - With regard to the convertible bonds of GSW Immobilien AG in the amount of EUR 182.9 million, which will be due for repayment on 20 November 2019 (ISIN DE000GSW1CB6) (the 'Convertible Bonds'), GSW Immobilien AG hereby notifies a change of control in the sense of 12(1)(e) of the terms and conditions of the Convertible Bonds (the 'Terms and Conditions'):

GSW Immobilien AG on 27 November 2013 obtained knowledge of the fact that the public takeover offer (the 'Takeover Offer') of Deutsche Wohnen AG to acquire all no-par value bearer shares of GSW Immobilien AG by an exchange of shares, which was published on 2 October 2013 and according to a notice of Deutsche Wohnen AG has been accepted for approximately 91.05% of the share capital and the voting rights of GSW Immobilien AG, has become unconditional on 27 November 2013 as a result of all closing conditions for the Takeover Offer having been satisfied. Consequently Deutsche Wohnen AG has had control of GSW Immobilien AG in the sense of the Terms and Conditions since that day.

GSW Immobilien AG has determined 24 January 2014 as the effective date in the sense of 12(1)(a)(ii) of the Terms and Conditions (the 'Effective Date').

Pursuant to 12(1)(b) of the Terms and Conditions, each bondholder is entitled upon today's notification of the change of control, at its option, to request GSW Immobilien AG, by submitting a redemption notice which must be received by the paying agent no less than ten calendar days prior to the Effective Date, to redeem as of the Effective Date any or all of its bonds for which the conversion right was not exercised and which were not declared due for early redemption, at their principal amount plus interest accrued thereon until (but excluding) the Effective Date.

The conversion price temporarily adjusted pursuant to 12(1)(d) of the Terms and Conditions, in the event that the conversion right is exercised by submitting a conversion notice on or prior to the Effective Date, is EUR 29.4278.

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PRESS RELEASE: GSW Immobilien AG: Convertible Bond - Notice of a change of control