EANS-News: GSW Immobilien AG successfully places EUR 182.9 million convertible bonds

Berlin (euro adhoc) -

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GSW Immobilien AG successfully places EUR 182.9 million convertible bonds * Annual coupon of 2.0%
* 7 year maturity
* Initial conversion premium fixed at 22.5% above the reference price of EUR 29.555
* Net offering proceeds to be used for the financing of the acquisition of further property portfolios

Berlin, November 15, 2012 - GSW Immobilien AG (ISIN: DE000GSW1111; WKN: GSW111) announces the successful issuance of unsubordinated, unsecured convertible bonds, due November 2019, for an aggregate nominal amount of EUR 182.9 million (the "Convertible Bonds"). The Convertible Bonds are convertible into approximately 5.1 million new ordinary bearer shares of GSW Immobilien AG. By issuing the Convertible Bonds, GSW Immobilien AG has benefited from the current favourable market environment for the financing of the company's future growth and at the same time has further diversified the funding sources and its investor base. Following the acquisition of the 4,400 units in October this year and the already announced envisaged purchase of further 3,000 apartments in Berlin, with negotiations well advanced and which could be finalized in short term, GSW Immobilien AG intends to continue its successful growth strategy. The net offering proceeds of the issuance of the Convertible Bonds shall ensure the required financial flexibility and in particular be used for the financing of the acquisition of further attractive property portfolios.
CFO Andreas Segal explains the advantages of convertible bonds: "An active financial management is becoming increasingly important in order to keep the borrowing costs to a minimum and at the same time to ensure a high level of flexibility for the financing of new investments. Alternative financing instruments such as convertible bonds therefore help GSW Immobilien AG to raise liquidity and optimize borrowing costs. The successful placement of the convertible bond within just a few hours is a proof of confidence in GSW Immobilien AG."
The Convertible Bonds will be issued and redeemed at 100% of their principal amount. The annual coupon was set at 2.0% and the initial conversion premium was fixed at 22.5% above the reference price of EUR 29.555 by means of an accelerated bookbuilding process. The initial conversion price thus amounts to EUR 36.205.
The Convertible Bonds were offered through a private placement solely to institutional investors outside the United States of America, Canada, Australia and Japan. The Convertible Bonds will be issued by GSW Immobilien AG on November 20, 2012, and are intended to be listed on the Open Market segment ("Freiverkehr") of the Frankfurt Stock Exchange. The pre-emptive right of shareholders of GSW Immobilien AG to subscribe to the Convertible Bonds was excluded.
Deutsche Bank AG and Société Générale Corporate & Investment Banking have acted as Joint Bookrunners and Joint Lead Managers for the transaction.

Additional information
The shares of GSW Immobilien AG are admitted to trading on the regulated market of Frankfurt Stock Exchange (Prime Standard) as well as on the regulated market of the Berlin stock exchange (ISIN: DE000GSW1111, WKN: GSW111) and are listed in the MDAX index of Deutsche Börse.

Contacts
GSW Immobilien AG
Charlottenstraße 4, D-10969 Berlin

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 About GSW

GSW Immobilien AG is a leading privately-owned residential real estate company operating in Berlin, with a portfolio of approximately 52,100 apartments. 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. As of December 31, 2011, the Company's property portfolio was valued at approximately EUR 2.9 billion. Since then, GSW has acquired approximately 4.400 apartments with a combined value of approximately EUR200 million.
Important notice
Not for publication or distribution in the United States of America, Australia, Canada or Japan, or in any other jurisdiction in which offers or sales would be prohibited by applicable law.
This press release is for information purposes only and does not constitute or form part of, and should not be construed as an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Convertible Bonds. No prospectus will be prepared in connection with the offering of the Convertible Bonds. The Convertible Bonds may not be offered to the public in any jurisdiction in circumstances which would require the Issuer of the Convertible Bonds to prepare or register any prospectus or offering document relating to the Convertible Bonds in such jurisdiction.
The distribution of this press release and the offer and sale of the Convertible Bonds in certain jurisdictions may be restricted by law. Any persons reading this press release should inform themselves of and observe any such restrictions.
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 (the "United States") 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 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. 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 or anywhere else. This press release is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 as implemented in each member state of the European Economic Area (the "Prospectus Directive").
With respect to the Member States of the European Economic Area which have implemented the Prospectus Directive (the "Relevant Members State"), no action has been undertaken or will be undertaken to make an offer to the public of the Convertible Bonds requiring a publication of a prospectus in any Relevant Member State. As a result, the Convertible Bonds may only be offered in Relevant Member States:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 100 or, in Relevant Member States that have implemented the relevant provision of the Prospectus Directive Amendment, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant underwriter or underwriters nominated by the Company for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that none of the offers referred to in paragraphs (a) to (c) above shall require the Company or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this paragraph, the notion of an "offer to the public of Convertible Bonds" in each of the Relevant Member States, means any communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offering and on the Convertible Bonds to be offered, thereby enabling an investor to decide to purchase or subscribe for the Convertible Bonds, as the same may be varied in that Member State by any measure implementing the Prospectus Directive. This selling restriction is in addition to any other selling restriction applicable in those Relevant Member States.
This communication does not constitute an offer of securities to the public in the United Kingdom. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom or (ii) qualified investors as defined in Section 86(7) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the "Order"), which includes legal entities which are regulated by the Financial Service Authority and entities which are not so regulated, but whose corporate purpose is solely to invest in securities and who also fall within the definition of "Investment Professionals" in Article 19(5) of the Order and high net worth entities falling within Article 49(2)(a)-(d) of the Order.

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

Digital press kit: http://www.ots.at/pressemappe/EASY_78650/aom

Rückfragen & Kontakt:

Kati Pohl
Tel.: +49 30 25 34-13 40
E-Mail: Kati.Pohl@gsw.de

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