TAG Immobilien AG: TAG resolves capital increase against cash contributions of up to approx. 20.6 million new shares to finance planned acquisition of DKB Immobilien AG
TAG Immobilien AG / Key word(s): Capital Increase29.02.2012 14:57Dissemination of an Ad hoc announcement according to § 15 WpHG, transmittedby DGAP - a company of EquityStory AG.The issuer is solely responsible for the content of this announcement.---------------------------------------------------------------------------TAG Immobilien AG ('TAG' in the following) proposes to acquire DKBImmobilien AG ('DKBI' in the following), Berlin, and has joined in thebidding procedure administered by Deutsche Kreditbank AG. On 29 February2012, TAG submitted a binding offer to purchase 100 percent of the sharesat a purchase price of EUR 160 million. The offer expires on 31 March 2012.TAG believes it is well positioned in the bidding process and considers thechances of its offer being accepted are good. The seller is expected toaccept the bid during March 2012.In order to finance the DKBI takeover, on 28 February 2012 the ManagementBoard resolved, with the approval of the Supervisory Board and drawing onexisting authorised capital, a capital increase against cash contributionsthrough the issuance of up to approximately 20.6 million new shares. Thenew shares will be offered to shareholders for subscription at a ratio of11:3 during a subscription period that will likely run from March 2 to 16,2012. Fractional amounts are excluded from the subscription rights. Inaddition, the new shares will be offered publicly to private andinstitutional investors in Germany, and as a pre-placement to institutionalinvestors in Germany and selected other European countries as part of aprivate placement and allocated pending the exercise of subscriptionrights. There will be no public trading in the subscription rights. Thecompany intends to publish a prospectus approved by Germany's FederalFinancial Supervisory Authority (BaFin) shortly; it will be published onthe company's homepage at www.tag-ag.com/investor-relations. The finalsubscription price and the final issue volume will be determined through abook-building process, and will be published by the company in theelectronic Federal Gazette no later than three days before the expiry ofthe subscription period, i.e. probably on 13 March 2012. The new shares areto be admitted to trading on the regulated market (Prime Standard) of theFrankfurt stock exchange, and will have dividend rights as from 1 January2011.The subscription offer for the capital increase, which should be referredto for further details, is scheduled for publication on 1 March 2012.The issue proceeds expected from this capital measure shall serve tofinance the acquisition of DKBI as proposed by TAG. DKBI owns approximately25,000 residential units, the vast majority of which are located in formerEast Germany, and a few commercial units. Its total rental space ofapproximately 1.5 million m² yields a basic rent net of utilities ofapproximately EUR 73.2 million. At 31 December 2011, its real estateholdings were valued at approximately EUR 1,060 million. Should TAG's bidbe accepted, its property portfolio would grow to approximately 56,000residential units, and the current annualised basic rent net of utilitiesin the TAG group would rise to approximately EUR 209 million. TAG's totalassets in accordance with IFRS would be approximately EUR 3.2 billion.The purchase price offered by TAG is to be paid in two instalments. ShouldTAG's bid not be accepted, the funds generated from the capital increasewill be used for other acquisitions, to pay down financial liabilities, orto strengthen the equity base.Kempen & Co. N.V., Amsterdam, and Close Brothers Seydler Bank AG, Frankfurtam Main act as joint lead managers for the capital increase.Disclaimer:This document does not constitute an offer to sell nor an invitation totender offers to buy or subscribe for securities. It is not fordistribution to shareholders and investors in the United States, Canada,Australia or Japan.Shares in the company will be offered solely based on a prospectus to beapproved by the German Federal Financial Supervisory Authority (BaFin),which is scheduled for publication on 29 February 2012 on the company'shomepage at www.tag-ag.com/investor-relations.29.02.2012 DGAP's Distribution Services include Regulatory Announcements,Financial/Corporate News and Press Releases.Media archive at www.dgap-medientreff.de and www.dgap.de--------------------------------------------------------------------------- Language: EnglishCompany: TAG Immobilien AG Steckelhörn 5 20457 Hamburg GermanyPhone: 040 380 32 0Fax: 040 380 32 390E-mail: ir@tag-ag.comInternet: www.tag-ag.comISIN: DE0008303504WKN: 830350Indices: SDAXListed: Regulierter Markt in Frankfurt (Prime Standard), München; Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
