EANS-News: GSW Immobilien AG establishes basis for further growth with capital increase
18.04.2012 – 19:14
-------------------------------------------------------------------------------- Corporate news transmitted by euro adhoc. The issuer/originator is solely responsible for the content of this announcement. -------------------------------------------------------------------------------- Capital measures Berlin (euro adhoc) - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN 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 -------------------------------------------------------------------------------- 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