GSW Immobilien AG

EANS-News: GSW Immobilien AG establishes basis for further growth with capital increase

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Capital measures


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GSW Immobilien AG establishes basis for further growth with capital increase

* Discounted rights issue of approx. EUR 201.8 million
* New Shares with full dividend entitlement for 2011
* Subscription period expected to end May 2, 2012
* New shares expected to begin trading May 3, 2012

Berlin, April 18, 2012 - The management board of GSW Immobilien AG, with the
approval of the supervisory board, yesterday resolved a capital increase against
cash contributions with shareholders' indirect subscription rights. The
Company's share capital, currently amounting to EUR 41,052,630, will be
increased through the exercise of the existing authorised capital by EUR
9,473,684 to EUR 50,526,314 against cash contributions through the issue of up
to 9,473,684 new no par value bearer shares.
Thomas Zinnöcker, CEO of GSW: "Our business model combines sustainable growth
with an attractive dividend policy. After the successful acquisition of approx.
4,800 apartments in the fall of last year, the capital increase becomes a basis
for further acquisitions. We are currently seeking promising growth
opportunities". 
The Company expects to receive gross proceeds from the capital increase of
approx. EUR 201.8 million. The Company intends to use the net proceeds of the
offering of EUR 190.3 million for future acquisitions and to optimise its
strategic and financial flexibility.
At the next shareholders' meeting, the management and supervisory boards will
propose to distribute dividends for the 2011 fiscal year amounting to EUR 0.90
per share. The new shares being offered will carry full dividend entitlements
for the fiscal year 2011.
Pursuant to the prospectus approved by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) and
published today, the new shares will be offered to shareholders for indirect
subscription at a ratio of 13:3 at a subscription price of EUR 21.30 per new
share. 13 existing shares of GSW Immobilien AG entitle the holders to subscribe
for 3 new shares. The subscription period will begin on April 19, 2012 and end
on May 2, 2012. Any new shares not subscribed for by the end of the subscription
period will be offered by way of a private placement.
The subscription rights (ISIN DE000GSW1129 / WKN GSW112) for the new shares will
be traded during the period from April 19, 2012 up to and including April 27,
2012 on the regulated market (regulierter Markt) (XETRA Frankfurt Specialist) of
the Frankfurt Stock Exchange. The Company's existing shares will be quoted as
ex-subscription rights (ex-Bezugsrecht); this quotation will commence on April
19, 2012. The new shares are expected to be included in the existing quotation
for the Company's listed shares in the sub-segment of the regulated market with
additional post-admission obligations (Prime Standard) on the Frankfurt Stock
Exchange and on the regulated market of the Berlin Stock Exchange on May 3,
2012.
Additional details on the subscription offer: BofA Merrill Lynch, Berenberg Bank
and Deutsche Bank have fully underwritten the rights issue at the subscription
price and are acting as Joint Global Coordinators and Joint Bookrunners for this
transaction. Kempen & Co. and UniCredit have been mandated as Joint Lead
Managers. The international securities identification number (ISIN) of GSW will
be DE000GSW1111 and the German security code number (WKN) will be GSW111. The
Company has agreed to a lock-up period of six months, and, subject to certain
exceptions, the Company's management board and Dr Jochen Scharpe, a member of
the Company's supervisory board, have agreed to a lock-up period of three
months. These lock-up periods begin after the start of trading in the new
shares. 
Successful and efficient business model
GSW is one of the largest private residential property firms in Berlin as
measured by the number of owned apartments and the number of apartments managed
for third parties. The Company owns a portfolio with approximately 53,000
residential units and also manages approximately 17,500 residential and
commercial property units for third parties. With a clear focus on Berlin, GSW
operates in one of the largest and most attractive residential property markets
in Germany. For a number of years, the Berlin residential property market has
been characterised by a growing population, declining vacancy rates, increasing
rents and a younger population compared to other German cities. GSW's business
model is designed to benefit from these demographic trends and economic factors
in the long run. GSW actively manages its portfolio to consistently increase
returns. This includes selected purchases and sales of residential units or
properties as well as appropriate value-enhancing maintenance and refurbishment
measures. In addition, GSW focuses specifically on tenant requirements to
further increase tenant satisfaction and thus to reduce vacancies as well as
costs associated with tenant changes. This supports consistent rental income
growth. As of March 31, 2012, the net in-place rent in the GSW portfolio has
grown to an average of EUR 5.12 per square metre and month. At the same time,
the Company was able to reduce the apartment vacancies to 3.3 percent. Through
its efficient operational platform, GSW is able to integrate new residential
units in its portfolio without meaningfully increasing administrative costs.
Mutual cooperation in Berlin
As a company with a long-standing history in Berlin, GSW is aware of its
responsibility for the city and its inhabitants and places great value on
cooperating in a spirit of partnership with tenants and the city of Berlin. In
doing so, GSW is, for example, supporting numerous neighbourhood activities and
social services, offering special residential products aiming at different
situations in a tenants' life and regularly conducting client surveys. This
partnership is also reflected in the fact that representatives of the federal
state of Berlin sit both on the supervisory board of GSW and in the
implementation committee.


Contact
GSW Immobilien AG
Charlottenstrasse 4, 10969 Berlin, Germany


Press                                   Investor relations
Thomas Rücker                           Sebastian Jacob
E-mail:thomas.ruecker@gsw.de         E-mail:  sebastian.jacob@gsw.de
Tel.:   +49. (0)30 25 34 13 32          Tel.:   +49. (0)30 25 34 18 82
Fax:    +49. (0)30 25 34 19 34          Fax:    +49. (0)30 25 34 233 1960



Key subscription offer data at a glance
Subscription price: EUR 21.30; Subscription ratio 13:3; Subscription period:
April 19, 2012 until and including May 2, 2012; Subscription rights trading:
April 19, 2012 until and including April 27, 2012; Number of new shares:
9,473,684; Gross issuance proceeds of approx. EUR 201.8 million; Net issuance
proceeds of approx. EUR 190.3 million; Type of issue: Public offering of shares
in Germany and Luxembourg as well as private placements outside of Germany and
Luxembourg; Stock exchanges: Frankfurt Stock Exchange (prime standard) and
Berlin Stock Exchange; ISIN DE000GSW1111 WKN GSW111; Syndicate banks: BofA
Merrill Lynch, Berenberg Bank and Deutsche Bank (Joint Global Coordinators and
Joint Bookrunners) and Kempen & Co. and UniCredit (Joint Lead Managers);
Lock-up: 6 months for Company with respect to new capital measures, 3 months for
members of the Company's management board and Dr Jochen Scharpe, subject to
certain exceptions. 

About GSW
GSW Immobilien AG is a leading privately-owned residential real estate company
operating in Berlin, with an owned portfolio of approximately 53,000 apartments.
In addition, a subsidiary of GSW manages approximately 17,500 residential units
for third parties. GSW's strategy focuses on the long-term rental management of
residential property via a systematic approach, which aims to increase customer
satisfaction and operational efficiency. GSW employed approximately 581
employees on average in 2011. As of December 31, 2011, the Company's property
portfolio was valued at approximately EUR 2.9 billion.


Disclaimer
This press release does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, securities to any person in
Australia, Canada, Japan, or the United States of America or in any jurisdiction
to whom or in which such offer or solicitation is unlawful. The securities
referred to herein may not be offered or sold in the United States of America
absent registration under the U.S. Securities Act of 1933, as amended (the
"Securities Act") except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. Subject to
certain exceptions, the securities referred to herein may not be offered or sold
in Australia, Canada or Japan or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada or Japan. The offer and sale
of the securities referred to herein has not been and will not be registered
under the Securities Act or under the applicable securities laws of Australia,
Canada or Japan. There will be no public offer of the securities in the United
States of America.

This press release is not a prospectus. Investors should not purchase or
subscribe for any shares referred to in this press release except on the basis
of information in the prospectus as issued by the company, approved by the
German Financial Supervisory Authority (BaFin) and published in connection with
the offering of such shares. Copies of the prospectus are available free of
charge from GSW Immobilien AG, Charlottenstr. 4, D-10969 Berlin, Germany or on
GSW Immobilien AG's website (www.gsw.de).


Further inquiry note:
René Bergmann
Tel.: +49 30 2534 1362
Fax: +49 30 2534 233 1960
E-Mail: rene.bergmann@gsw.de

end of announcement                               euro adhoc 
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company:     GSW Immobilien AG
             Charlottenstr. 4
             D-10969 Berlin
phone:       +49 30 68 99 99 0
FAX:         +49 30 68 99 99 999
mail:     kundenservice@gsw.de
WWW:      http://www.gsw.de
sector:      Real Estate
ISIN:        DE000GSW1111
indexes:     MDAX
stockmarkets: regulated dealing: Berlin, regulated dealing/prime standard:
             Frankfurt 
language:   English
 



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