On Monday, September 8, 2014 the management board of Westgrund Aktiengesellschaft (the “Company”) with the approval of the supervisory board of the Company resolved to increase the share capital of the Company against contribution in cash by up to EUR 46,666,666.00, utilizing the Authorized Capital 2014/I. and the resolution about the ordinary capital increase adopted by the general assembly on June 13, 2014 under consideration of the subscription rights of the shareholders by issuing up to 46,666,666 new no par value ordinary bearer with an equivalent amount in the share capital of EUR 1.00 per share and carrying full dividend rights from January 1, 2014 (the “New Shares”). For this purpose, the Company issued a prospectus which was approved today by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and notified to the Commission de Surveillance du Secteur Financier (CSSF), Luxembourg.
Joh. Berenberg Gossler & Co. KG and Baader Bank Aktiengesellschaft which both acted as Joint Global Coordinators and Joint Bookrunners with respect to the capital increase will offer the New Shares as well as to offer them to the shareholders by way of indirect subscription rights in accordance with the conditions of the subscription offer presumably to be published on September 10, 2014 in the Federal Gazette (Bundesanzeiger). The subscription period is expected to run from September 11, 2014 to and including September 24, 2014.
The Company aims to raise gross proceeds in an amount of EUR 140 m.
In advance of the commencement of the regular subscription period an Accelerated Bookbuilding Procedure will be executed from today until and including September 10, 2014 in order to determine the placement price and the subscription price, and part of the New Shares will be offered for purchase by way of a pre-placement to selected investors outside of the United States of America in accordance with the exemptions under Regulation S of the U.S. Securities Act dated 1933 and outside of Canada, Australia and Japan. For this purpose, shareholders of the Company have agreed to assign and transfer their subscriptions rights, entitling them to subscribe to New Shares with an aggregate placement volume of at least EUR 60 m, to Baader Bank representing the Joint Global Coordinators which will arrange the pre-placement. Furthermore, shareholders and third parties have until now already committed themselves to purchase shares representing an aggregate placement volume of EUR 28 m in connection with the pre-placement and the subscription offer. The price spread for the bookbuilding procedure was set in a range from EUR 3.00 to EUR 4.00.
After expiration of the subscription period, the Company will offer the New Shares to the extent they have neither been subscribed to during the pre-placement nor during the subscription period by way of an additional private placement to selected investors outside of the United States of America in accordance with the exemptions under Regulation S of the U.S. Securities Act dated 1933 (“U.S. Securities Act”) and outside of Canada, Australia and Japan.
The Company has already received commitments to purchase New Shares during the pre-placement period and commitments to execute subscription rights, which – together with the Joint Global Coordinators‘ commitment to purchase the New Shares which have not been purchased after the pre-placement period, the subscription period, and the additional private placement – for a placement volume which is equal to the targeted gross proceeds of EUR 140 mio.
The gross proceeds received by the Company from the capital increase are intended to be used to refinance the acquisition of the Berlinovo-Real Estate Portfolio which the Company purchased in July 2014. The Company will presumably be able to increase its annual net rental income by about 150 % to roughly EUR 61 m in connection with this largest acquisition in the Company’s history of roughly 13,300 residential units in Lower Saxony (Niedersachsen), Brandenburg, Mecklenburg-Western Pomerania (Mecklenburg-Vorpommern) and Saxony (Sachsen).
This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities. The offer is exclusively made on the basis of a prospectus which shall be published and deposited with the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Only this prospectus contains the mandatory information for investors subject to legal requirements. The prospectus will be published on the website of the issuer (www.westgrund.de/investor-relations/aktie/wertpapierprospekt), and will be available at the issuer free of charge after publication during regular office hours.
The information contained herein is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions or any State of the United States of America or the District of Columbia) and must not be distributed to U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (“Securities Act”)) or publications with a general circulation in the United States of America. This publication is neither an offer of securities for sale or subscription in the United States of America nor is it part of such an offer. The securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act, as amended. The issuer does not intend to register any portion of the offering in the United States of America or to conduct a public offering of the Securities in the United States of America.

This publication is not an offer of securities for sale in Canada, Japan or Australia.

The Management Board

Prospectus
PDF5,53 MBWandlungserklärung
Beschluss zur Kapitalerhöhung (PDF)48 kBWandlungserklärung