Deutsche Annington Immobilien SE : achieves minimum acceptance level for GAGFAH offer

Deutsche Annington Immobilien SE / Key word(s): Real Estate/Offer

2015-01-21 / 15:24

PRESS RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Deutsche Annington achieves minimum acceptance level for GAGFAH offer

- 74.41% of all currently outstanding GAGFAH shares tendered, including financial instruments convertible into GAGFAH shares

- Publication of the final acceptance level expected on 26 January 2015

- Additional acceptance period for GAGFAH shareholders expected from 27 January 2015 through 9 February 2015

Bochum / 21 January 2015- Deutsche Annington Immobilien SE ("Deutsche Annington") has achieved the minimum acceptance level for the voluntary public takeover offer to shareholders of GAGFAH S.A. ("GAGFAH") ahead of the end of the acceptance period. This assumes that GAGFAH's share capital will not be increased before the end of the acceptance period on January 21, 2015, 24:00 hours (CET). By 21 January 2015, 14:00 hours (CET), the voluntary public takeover offer from 19 December 2014 had been accepted for 74.41% of all currently outstanding shares in GAGFAH. This also includes financial or other instruments relating to GAGFAH shares, in particular the convertible bonds issued by GAGFAH on 20 May 2014, which could lead to an acquisition of GAGFAH shares. Deutsche Annington expects to publish the final acceptance level on 26 January 2015.

"We are pleased with the positive reaction throughout to our offer to combine Deutsche Annington and GAGFAH to a leading German residential real estate company with about 350,000 residential units", said Rolf Buch, CEO of Deutsche Annington. "As soon as we will have fulfilled all closing conditions, we will initiative the combination together with the GAGFAH management."

The closing of the offer is subject to antitrust approval, among others. Deutsche Annington expects the formal closing in the first quarter of 2015.

According to the offer document, GAGFAH shareholders can accept the offer until 21 January 2015, 24:00 hours (CET). GAGFAH shareholders who have not accepted the offer within the acceptance period may still accept the offer within the additional acceptance period that is expected to begin on 27 January 2015 and end on 9 February 2015, 24:00 hours (CET).

Contact:

Klaus Markus Head of Corporate Communications Phone: [phone] [e-mail]

Thomas Eisenlohr Head of Investor Relations Phone: + 49 234 314-2384 [e-mail]

About Deutsche Annington
Deutsche Annington is Germany's leading private-sector residential real estate company both in terms of portfolio value and the number of units owned. As at September 30, 2014, Deutsche Annington owned some 184,000 residential units worth a total of EUR 11.4 billion. The company is present throughout Germany. Deutsche Annington has its headquarters in Düsseldorf and employs more than 3,400 people.

Additional information:
Approval: Regulated Market / Prime Standard, Frankfurt Stock Exchange
ISIN: DE000A1ML7J1
WKN: A1ML7J
Common code 094567408
Registered office of Deutsche Annington: Münsterstrasse 248, 40470 Düsseldorf, Germany
Business address of Deutsche Annington: Philippstrasse 3, 44803 Bochum, Germany

Important information:
This press release is neither an offer to exchange nor a solicitation of an offer to exchange shares in GAGFAH. Moreover, this press release is neither an offer to purchase nor a solicitation to purchase shares in Deutsche Annington. The final terms and further provisions have been disclosed in the offer document approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of GAGFAH shares are strongly recommended to read the offer document and all documents in connection with the public takeover offer, as soon as they have become public, since they contain important information.

Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made directly or indirectly, in any jurisdiction where to do so would constitute a violation against the national laws of such jurisdiction.

The shares in Deutsche Annington have not been nor will they be registered under the U.S. Securities Act of 1933 as amended or with any securities regulatory authority of a state or any other jurisdiction in the USA. Therefore, subject to certain exceptions, shares in Deutsche Annington must not be offered or sold within the USA or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. There will be no registration of the shares in Deutsche Annington mentioned herein pursuant to the relevant laws in the USA. If, in the opinion of Deutsche Annington, shares in Deutsche Annington may neither be offered nor transferred to a U.S. shareholder pursuant to the provisions of the U.S. Securities Act of 1933, such U.S. shareholder who has validly accepted the offer will, in lieu of the number of shares in Deutsche Annington to which he is entitled, receive a corresponding cash amount in Euro from the sale of the respective number of shares in Deutsche Annington.

To the extent permissible under applicable law or regulation, and in accordance with ordinary German market practice, Deutsche Annington or its brokers may purchase, or conclude agreements to purchase, GAGFAH shares, directly or indirectly, out of the public takeover offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for GAGFAH shares. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.

If any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Deutsche Annington and the persons acting together with Deutsche Annington. Such forward-looking statements are based on current plans, estimates and forecasts which Deutsche Annington and the persons acting together with Deutsche Annington have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Deutsche Annington or the persons acting together with Deutsche Annington. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

2015-01-21 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.

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