EANS-Adhoc: GSW Immobilien AG resolves capital increase
17.04.2012 – 22:43
-------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- 17.04.2012 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 shares. 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 (www.gsw.de). Further inquiry note: Sebastian Jacob Tel.: +49 30 2534 1882 Fax: +49 30 2534 233 1960 E-Mail: ir@gsw.de 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 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