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euro adhoc: conwert Immobilien Invest AG
Creating an integrated,
full-service European real estate group
-------------------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. -------------------------------------------------------------------------------- 01.10.2007 + conwert will be change it´s strategic position into an integrated, full service European real estate group with unchanged focus on residential properties + conwert to acquire 25 real estate management companies and real estate service providers + Private selling shareholders committed to invest net proceeds (approx. 70% of total proceeds) into conwert shares + Legal form to be changed into a European SE and conwert introducing a one-tier board system consisting of supervisory board and executive directors Vienna, 1 October 2007. conwert Immobilien Invest AG ("conwert"), listed on the Vienna stock exchange intends to transform itself into a European full integrated, full-service real estate group. It is the strategic goal of conwert, to extend its operating business from pure real estate investment into the new business areas property management and real estate services. Covering the whole real estate value chain conwert will be able to generate additional cash-flows. In addition the already announced increase of portfolio trading activities will generate further cash flows. Therefore conwert intends to start paying dividends to its shareholders in the future, but will still retain sufficient acquisition capacity to develop and realize an attractive investment pipeline. conwert will maintain it´s strategic business focus on residential properties extended by an excellent management expertise in business properties. conwert-CEO Johann Kowar: "With this new strategic fit conwert is well equipped to continue on its growth track. The new company structure reflects international standards and is favored by investors and international capital markets. We strengthen our financial capabilities and enhance conwert´s attractiveness and ability to tap international capital markets as a source of funding for its future growth. With our new strategic alignment and our new company structure conwert forms an unique and trend setting business model in the European property industry." To implement its new strategy, conwert intends to acquire in total 25 real estate management and real estate service providers: two management companies conwert Management GmbH ("conwert Management") and ECO Management GmbH ("ECO Management") as well as certain real estate service providers in Austria and Alt & Kelber Immobiliengruppe GmbH & Co KG ("Alt & Kelber") in Germany. To acquire these 25 entities conwert will pay approximately EUR 216m in total. The selling shareholders of conwert Management and ECO Management include amongst others conwert founder Günter Kerbler, conwert CEO Johann Kowar and ECO Business-Immobilien AG CEO Friedrich Scheck. The Austrian service providers will be aquired from Wiener Privatbank Immobilien Invest AG, Alt & Kelber from it´s founder and owner Jürgen Kelber. All selling shareholders - excluding Wiener Privatbank - informed conwert, that they intend to reinvest their net proceeds after tax (approx. 70% of gross proceeds) into conwert shares with a long-term investment prospective. Subject to the closing of the transaction, the selling shareholders or a syndicate intend to publish an offer to conwert shareholders at an expected offer price of EUR 15 per share. This offer will be restricted to approx. 10 % of the current number of outstanding shares. The offering details will be defined in line with the Austrian Take-over commission. This new strategic positioning of conwert will be subject to an extraordinary shareholders meeting on October 25, 2007. conwert will also ask shareholders for approval to change conwert´s legal form into a European SE. With this new legal form, conwert will introduce a one-tier board system with one board of directors consisting of executive and non-executive members. The company will propose that Günter Kerbler is elected as chairman of the board and Franz Zwickl as deputy chairman; Johann Kowar will remain CEO of conwert. Further executive directors will be Andreas Nittel and Alexander Zartl (members of the current management board of conwert) as well as Friedrich Scheck (after his expected resignment as ECO CEO and his election as member of the ECO supervisory board), Claudia Badstöber, Wolfgang Tutsch, Jürgen Kelber and Walter Leitner. The new management structure allows conwert to have a flexible and thorough decision-taking system and at the same time pools all real estate, investment and management expertise of the company in just one key decision making board. JPMorgan acted as financial advisor to conwert in this transaction and provided a fairness opinion to the management board. + About Management Companies conwert Management GmbH manages the stock listed conwert Immobilien Invest AG and is therefore responsible for the management of conwert´s residential real estate assets in Austria, Germany and CEE. With a more than 25 year track record the company is the Austrian market leader in the re-development of older residential properties. conwert Management employs 105 employees. ECO Management GmbH is responsible for the stock listed ECO Business-Immobilien AG and the management of ECO commercial real estate assets. The company has a headcount of 24 and operates in Austria, Germany and CEE. + About Austrian real estate service providers The Austrian real estate service providers already work closely with conwert and offer property management, real estate brokerage, insurance brokerage and construction management services to conwert as well as third parties. The companies currently employ 74 employees. With the integration of the companies, conwert will have in-house access to these service offerings and will become an integrated, full-service provider with the ability to capture the entire real estate value chain. + About Alt & Kelber Alt & Kelber is a leading German real estate service provider active as third party housing privatization provider, also well positioned in property management, real estate brokerage and real estate development. Alt & Kelber employs around 220 employees and has approx. 100 offices throughout Germany. The acquisition is an important step for conwert´s expansion in Germany as it provides conwert with a broad and well-established management platform in Germany, giving access to over 20 years real estate expertise on the German market. + Key Financials of the planned transaction On a pro-forma basis the transaction would lead to the following changes in the net profits of conwert: Pro-forma calculations for the FY2006 would show an increase of net profit of 37%. Pro-forma calculations for the FY2007e would show +25% increase of net profit. Pro-forma calculation (EURmm) conwert stand alone conwert pro-forma** Net Profit 2006 52 71 2007e 110* 138 *) 2007 estimates based on analyst consensus forecasts **) Management estimates. Pro-forma adjustment based on management estimates and reflects incremental interest on financing of purchase price (assuming acquisition is 60% debt financed in line with conwert loan-to-value target of 60%). 2007E net profit calculated based on statutory corporate tax rate (25% for Austria). end of announcement euro adhoc 01.10.2007 10:13:05 -------------------------------------------------------------------------------- ots Originaltext: conwert Immobilien Invest AG Im Internet recherchierbar: http://www.presseportal.ch Further inquiry note: conwert Immobilien Invest AG Johann Kowar, Chairman of the Management Board T +43 / 1 / 521 45-200 E email@example.com Hochegger|Financials Roland Mayrl T +43 / 1 / 504 69 87-31 E firstname.lastname@example.org Branche: Real Estate ISIN: AT0000697750 WKN: 069775 Index: WBI Börsen: Wiener Börse AG / official dealing