BUWOG AG 

23.09.2014 17:01

Dissemination of a Voting Rights Announcement, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Release according to section 93 para 2 Austrian Stock Exchange Act (BörseG)
BUWOG AG: Change in stake of voting rights of IMMOFINANZ AG
BUWOG AG announces according to section 93 para 2 Austrian Stock Exchange Act that IMMOFINANZ AG notified on 19 September 2014 in accordance with section 91 et seq. Austrian Stock Exchange Act that IMMOFINANZ AG together with controlled undertakings deceeded the reporting threshold of 40% with respect to shares held in accordance with section 91 Austrian Stock Exchange Act and at the same time crossed the reporting threshold of 20% with respect to rights to transfer BUWOG shares in accordance with section 91a in conjunction with section 91 Austrian Stock Exchange Act due to the transfer of BUWOG AG shares held by IMMOFINANZ AG according to securities lending agreements in connection with the bonds exchangeable issued by IMMOFINANZ AG (ISIN XS1108672988) due 2019.

BUWOG AG announces in regard to the relevant interest with respect to voting rights of IMMOFINANZ AG in BUWOG AG (ISIN AT00BUWOG001) in accordance with sec 91 et seq. Austrian Stock Exchange Act as follows:
1. In connection with the EUR 375,000,000 1.5% bonds exchangeable into ordinary bearer shares with no par value of BUWOG AG (ISIN XS1108672988) due 2019 ('bonds exchangeable') issued by IMMOFINANZ AG on 11 September 2014, IMMOFINANZ AG has concluded global master securities lending agreements with the underwriting institutions BNP Paribas Arbitrage SNC, Morgan Stanley & Co. International plc and J.P. Morgan Securities plc, under which options to borrow shares ('options for securities lending') were granted to the respective institutions with respect to shares in BUWOG AG held by IMMOFINANZ AG ('borrowed     shares').

Thus far, the options for securities lending have been exercised by the respective institutions with respect to a total of 5,440,719 BUWOG AG shares. The relevant interest with respect to voting rights (number of shares/per cent) is 5,440,719 shares/approx. 5.46%. Upon termination of the securities lending the borrowed shares have to be reassigned to IMMOFINANZ AG.

2. By transferring the borrowed shares (BUWOG AG shares) the relevant interest with respect to voting rights in BUWOG AG in total held by IMMOFINANZ AG (together with controlled undertakings) has not changed since the transferred borrowed shares are ascribed to the interest of voting rights of IMMOFINANZ AG pursuant to the reassignment right until the termination of the securities lending (section 91a para 1 item 1     Austrian Stock Exchange Act).

3. In total the relevant interest of voting rights of IMMOFINANZ AG (together with controlled undertakings) in currently issued BUWOG AG     shares is 49% (48,810,607 shares).

This includes (i) BUWOG AG shares held by IMMOFINANZ AG (and its 100% subsidiary IMBEA IMMOEAST Beteiligungsverwaltung GmbH) (approx. 37.87%), (ii) the transferred borrowed shares (approx. 5.46%) and (iii) those BUWOG shares which IMMOFINANZ AG is entitled or obliged to purchase in case of the repayment of financing transactions with IMMOFINANZ AG shares/BUWOG AG shares (approx. 5.10%).

In addition the (potential) interest with respect to voting rights from the BUWOG AG Convertible Bond due 2019 (ISIN AT00BUWOG001) is ascribed to IMMOFINANZ AG for the purpose of reporting on shareholdings under stock exchange law. The conversion right currently comprises 13,734,812 shares, corresponding to a relevant interest of voting rights of approx. 13.79%. This interest of voting rights has to be determined in accordance with section 91a para 5 Austrian Stock Corporation Act on the basis of the current share capital of BUWOG AG without taking account of the capital increase for the issuance of conversion shares.

4. For the reporting on shareholdings under stock exchange law all listed interests of voting rights have to be counted up (section 91a para 7 Austrian Stock Exchange Act), which leads to relevant interest with respect to voting rights of IMMOFINANZ AG (together with controlled undertakings) of in total approx. 62.79% (section 91 at seq. Austrian Stock Exchange Act) (for breakdown of interest of voting rights according to sections 91, 92 Austrian Stock Exchange Act and section 91a Austrian Stock Exchange Act see below). This comprises an interest of voting rights of IMMOFINANZ AG in the total amount of shares in BUWOG AG currently issued (99,613,479 shares) of approx. 49%     (48,810,607 shares).

5. The borrowed shares are still ascribed to the interest of voting rights of IMMOFINANZ AG (section 91a item 1 Austrian Stock Exchange Act). Prior to the transfer of borrowed shares the relevant interest with respect to voting rights of IMMOFINANZ AG (together with controlled undertakings) amounted to approx. 43.90% in accordance with section 91 Austrian Stock Exchange Act. The relevant interest in voting rights in accordance with section 91a Austrian Stock Exchange Act pursuant to rights resulting from the transfer of BUWOG shares (section 91a para 1 item 1 Austrian Stock Exchange Act) as well as from conversion rights with respect to the BUWOG AG Convertible Bond (section 91a para 1 item 5 Austrian Stock Exchange Act) is approx. 18.89%. Due to the transfer of borrowed shares (corresponding to an interest in voting rights of approx. 5.46%) IMMOFINANZ AG deceeded the reporting threshold of 40% with respect to shares held in accordance with section 91 Austrian Stock Exchange Act and the same time crossed the reporting threshold of 20% with respect to rights to transfer BUWOG AG shares in accordance with section 91a in conjunction with section 91 Austrian Stock Exchange     Act.

6. The relevant interest of voting rights according to sections 91, 92 Austrian Stock Exchange Act and section 91a Austrian Stock Exchange Act     is described below:

     a) Shareholder/Entity: IMMOFINANZ AG

Shares/Type of Instrument: BUWOG AG Ordinary Share (ISIN AT00BUWOG001) Exercise Period/Expiry Date: n.a./n.a.
Number of Equivalent Shares (number of shares/%): 37,725,125 shares/approx. 37.87%
   
     b) Shareholder/Entity: IMMOFINANZ AG

Shares/Type of Instrument: reassignment right with respect to the borrowed shares pursuant to the securities lending in the context of the issuance of the bonds exchangeable (section 91a para 1 item 1 Austrian Stock Exchange Act)
Exercise Period/Expiry Date: on the maturity date of the bonds exchangeable (11 September 2019) and on delivery dates for BUWOG AG shares in case of redemption of the bonds exchangeable by way of share delivery (share redemption).
Number of Equivalent Shares (number of shares/%): 5,440,719 shares/approx. 5.46%

c) Shareholder/Entity: IMBEA IMMOEAST Beteiligungsverwaltung GmbH         (100% subsidiary of IMMOFINANZ AG)

Shares/Type of Instrument: BUWOG AG Ordinary Share (ISIN AT00BUWOG001) Exercise Period/Expiry Date: n.a./n.a.
Number of Equivalent Shares (number of shares/%): 564,476 shares/approx. 0.57%

     d) Shareholder/Entity: IMMOFINANZ AG

Shares/Types of Instrument: financing transaction with IMMOFINANZ AG shares/BUWOG AG shares combined with the right/obligation to purchase BUWOG AG shares (ISIN AT00BUWOG001) upon redemption of the financing transaction (sec 91a para 1 item 1 Austrian Stock Exchange Act). Exercise Period/Expiry Date: ongoing/25 March 2015 Number of Equivalent Shares (number of shares/%): 5,080,287 shares/approx. 5.10%

     e) Shareholder/Entity: IMMOFINANZ AG

Shares/Types of Instrument: BUWOG AG-Convertible Bond due to 2019 (ISIN AT0000A17CA5) with conversion rights into BUWOG AG Ordinary Shares (ISIN AT00BUWOG001) (sec 91a para 5 Austrian Stock Exchange Act) Exercise Period/Expiry Date: 28 January 2015 - 25 April 2019 /n.a. Number of Equivalent Shares (number of shares/%): 13,734,812 shares/approx. 13.79%


For questions please contact:

INVESTOR RELATIONS
Holger Lueth
Head of Investor Relations & Corporate Finance
Email: holger.lueth@buwog.at
Tel.: +43-1-878 28 1203
Fax: +43-1-878 28 5203

MEDIA
Thomas Brey
BUWOG - Press Office, c/o LUSTIG+BREY
Email: brey@lustigbrey.at
Tel.: +43-1-233 01 23-15
Mobil: 0676 / 542 39 09



23.09.2014 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      BUWOG AG
              Hietzinger Kai 131  
              1130  Wien
              Austria
Internet:     www.buwog.com
 
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