GSW Immobilien AG

EANS-Adhoc: GSW Immobilien AG resolves capital increase

  ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
  adhoc with the aim of a Europe-wide distribution. The issuer is solely
  responsible for the content of this announcement.

Berlin, April 17, 2012 - The management board of GSW Immobilien AG, with the
approval of the supervisory board today resolved a capital increase against
cash contributions with shareholders´ indirect subscription rights. The
Company´s share capital shall be increased through the exercise of the existing
authorised capital from EUR 41,052,630 by EUR 9,473,684 to EUR 50,526,314
against cash contributions through the issue of 9,473,684  new no par value
bearer shares. The new shares carry full dividend rights as of January 1, 2011.

  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. Subject to the approval  of  the  prospectus  by  the  German  Federal
  Financial        Supervisory        Authority        (Bundesanstalt        für
  Finanzdienstleistungsaufsicht - BaFin) and the  publication  of  the  approved
  prospectus, the subscription period is expected to 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.

  Subject to the approval and publication of the  prospectus,  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.

  The Company expects to receive gross proceeds from  the  capital  increase  of
  approximately EUR 201.8 million. The Company intends to use the  net  proceeds
  of EUR 190.3 million of the offering for future acquisitions and  to  optimise
  its strategic and financial flexibility.

  The Company has agreed to a lock-up period of six months,  and  the  Company´s
  management board and Dr Jochen Scharpe, a member of the Company´s  supervisory

  board, subject to certain exceptions have agreed to a lock-up period of  three
  months. These lock-up periods begin after the start  of  trading  in  the  new

  With respect to the commencement of the subscription period on April 19,  2012
  and all dates thereafter, it is assumed that the subscription  offer  will  be
  published  in  the  electronic  version  of   the   German   Federal   Gazette

  (elektronischer Bundesanzeiger) on April 18,  2012.  Should  this  publication
  only be possible on April 19, 2012, the  subscription  period  will  begin  on
  April 20, 2012 and all dates thereafter will be postponed by one day.

  This announcement  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 announcement is not  a  prospectus.  Investors  should  not  purchase  or
  subscribe for any shares referred to in this announcement except on the  basis
  of information in the prospectus to be issued by  the  company  in  connection
  with the offering of such shares. Copies of  the  prospectus  will,  following
  approval  of  the  German  Financial   Supervisory   Authority   (BaFin)   and
  publication,  be  available  free  of   charge   from   GSW   Immobilien   AG,
  Charlottenstr. 4, D-10969 Berlin, Germany or on GSW  Immobilien  AG´s  website

Further inquiry note:
Sebastian Jacob
Tel.: +49 30 2534 1882
Fax: +49 30 2534 233 1960

end of announcement                               euro adhoc 

issuer:      GSW Immobilien AG
             Charlottenstr. 4
             D-10969 Berlin
phone:       +49 30 68 99 99 0
FAX:         +49 30 68 99 99 999
sector:      Real Estate
ISIN:        DE000GSW1111
indexes:     MDAX
stockmarkets: regulated dealing: Berlin, regulated dealing/prime standard:
language:   English

Weitere Meldungen: GSW Immobilien AG

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