BUWOG AG / Key word(s): Capital Increase

15-May-2017 / 08:16 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

DGAP-Adhoc: BUWOG AG commences cash capital increase

Disclosed inside information pursuant to article 17 Market Abuse Regulation (MAR) transmitted by DGAP, a service of EQS Group AG, with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement.

Capital measures/Cash capital increase

15 May 2017

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

BUWOG AG announces the launch of a cash capital increase of up to 12,471,685 BUWOG shares. The offer is subject to the approval of the prospectus for the Rights Offering by the Austrian Financial Market Authority which is expected for today.

- Subscription ratio in the cash capital increase of 1:8 (1 new share for 8 subscription rights) and issue of in aggregate up to 12,471,685 new BUWOG shares. - The capital increase will consist of a subscription offer to existing shareholders and an international private placement of shares not subscribed for in the subscription offer to qualified investors.

- The subscription period for the exercise of subscription rights and the offer period for international private placement to qualified investors are expected to commence on 18 May 2017.

- The offer price for the BUWOG shares will be determined at the end of the subscription and offer period based on a book-building procedure and taking into consideration the price of the BUWOG shares on the stock exchange and is expected to be published on 2 June 2017.

BUWOG AG, Hietzinger Kai 131, 1130 Vienna ("BUWOG") today commences a cash capital increase of in aggregate up to 12,471,685 new BUWOG shares (ISIN AT00BUWOG001). The relevant board resolutions have been passed today. The new BUWOG shares, which carry dividend rights starting with the financial year 2016/17, will be issued in the course of a capital increase from authorized capital. Existing shareholders will be granted subscription rights (ISIN AT0000A1W4R3).

BUWOG shareholders are invited to exercise their subscription rights during the subscription period, which is expected to commence on 18 May 2017 and to end on 1 June 2017 (the "Rights Offering"). In the international private placement, which is expected to commence on 18 May 2017 and which is expected to end on or about 1 June 2017, new BUWOG shares that were not subscribed for in the Rights Offering, will be offered to interested qualified investors in the course of private placements in and outside of Austria at the offer price (the "International Placement"). Upon completion of the International Placement, the offer price and the final number of new BUWOG shares will be determined by BUWOG jointly with Deutsche Bank Aktiengesellschaft, Goldman Sachs International, Joh. Berenberg, Gossler & Co. KG, Erste Group Bank AG, Kempen & Co N.V. and Société Générale Corporate & Investment Banking (together the "Joint Bookrunners") and are expected to be published on 2 June 2017.

The offer price for the new BUWOG shares will be determined in a book-building procedure at or below the maximum subscription and offer price, which has been set at EUR30 per new BUWOG share, and taking into consideration the price of the BUWOG shares on the stock exchange at the end of the subscription period. This price will apply to the Rights Offering and the International Placement (together the "Offering").

If all of the new BUWOG-shares are issued, the gross proceeds of the offering will be EUR 326 million based on an assumed subscription and offer price of EUR 26.12 (closing price of the BUWOG's shares on the Vienna Stock Exchange on 12 May 2017).

BUWOG intends to use the net proceeds from the issuance of the new BUWOG shares for purposes of financing further growth, particularly through acquisitions of land plots in Berlin, Hamburg and Vienna for both, the Company's development-to-hold as well as its development-to-sell strategies as well as for acquisitions and general business purposes.

The subscription period during which BUWOG shareholders are entitled to subscribe for a total of up to 12,471,685 new BUWOG shares is expected to commence on 18 May 2017 and to end on 1 June 2017. BUWOG shares still trade cum subscription rights on 15 May 2017. Starting from 16 May 2017, BUWOG shares will trade without subscription rights. Accordingly, shareholders who hold existing BUWOG shares on 15 May 2017 (23:59 Central European Time) (including as a result of trades effected on 15 May 2017, which will settle on 17 May 2017, the Record Date) are granted subscription rights. The subscription rights will not trade on a stock exchange. The subscription ratio is 1 to 8, so that for each 8 existing BUWOG shares (or subscription rights) held, one new BUWOG share may be subscribed for.

Trading of the New Shares on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange and the Regulated Market (regulierter Markt) of the Frankfurt Stock Exchange is expected to commence on or about 7 June 2017 and trading of the New Shares on the Main Market (Rynek podstawowy) of the Warsaw Stock Exchange is expected to commence on or about 8 June 2017, subject to registration of the capital increase in the companies' register. If the capital increase is completely implemented, the share capital of BUWOG will increase to a nominal amount of EUR 112,245,164.00 and the number of shares will increase to 112,245,164.

BUWOG has committed that it will not, without the prior consent of the Joint Bookrunners, within six months from implementation of the capital increase, submit a proposal for a capital increase to its shareholders for resolution or exercise an authorization to increase its share capital pursuant to its articles of association.

The offer is subject to the approval of the prospectus for the Rights Offering in Austria by the Austrian Financial Market Authority which is expected for today. The prospectus will be available in electronic form on the internet site of BUWOG (https://www.buwog.com/en/investor-relations/shares/capital-increase-2017) and in printed form at the seat of BUWOG, Hietzinger Kai 131, 1130 Vienna, free of charge during usual business hours. The prospectus for the Rights Offering including any supplements and amendments is addressed exclusively to BUWOG shareholders entitled to subscribe.

In connection with the Offering, Deutsche Bank Aktiengesellschaft and Goldman Sachs International are acting as Global Coordinators, and together with Joh. Berenberg, Gossler & Co. KG, Erste Group Bank AG, Kempen & Co N.V. and Société Générale Corporate & Investment Banking as Joint Bookrunners.

About BUWOG Group BUWOG AG, Hietzinger Kai 131, 1130 Vienna, Austria, is the leading German-Austrian full-service provider in the residential property business and now looks back on 65 years of expertise. Its high quality property portfolio encompasses approximately 50,700 units and is distributed between Germany and Austria. In addition to asset management (sustainable leasing and portfolio management), the entire value chain of the residential sector is covered by the sales (profitable sale of individual flats as well as properties and portfolios) and development (planning and construction of new buildings in Vienna, Berlin and Hamburg) segments. The shares of BUWOG AG (ISIN AT00BUWOG001) have been listed on the Frankfurt, Vienna (ATX) and Warsaw stock exchanges since the end of April 2014. The issued convertible bond 2016-2021 (ISIN AT0000A1NQH2) is listed on the Third Market (MTF) of the Vienna Stock Exchange.

Legal Notice / Disclaimer: This document serves marketing purposes in Austria. The offer of securities of BUWOG AG in Austria is being made solely by means and on the basis of the published prospectus prepared in accordance with the provisions of the Austrian Capital Markets Act, which is available free of charge at BUWOG AG (Hietzinger Kai 131, 1130 Vienna, Austria) and on BUWOG's website www.buwog.com/en/investor-relations/shares/capital-increase-2017.

This document should not be distributed, published or reproduced, in whole or in part, nor should its contents be disclosed by recipients to any other persons other than that person's professional adviser. This document may not be circulated or distributed, nor may any interests in connection with this document be offered or sold, whether directly or indirectly, to any person in any jurisdiction other than investors to whom the distribution of such information or the offer or sale of such interests are permitted under applicable laws and regulations, and where applicable any exemptions which must be relied upon in order to distribute such information or offer or sale such interests have been, or will be (as applicable) relied upon.

These materials are not an offer of securities for sale in the United States. The securities to which these materials relate have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States.

These materials are not an invitation nor are they intended to be an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"). These materials are directed only at (i) persons in member states of the European Economic Area (the "EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the EU Prospectus Directive (Directive 2003/71/EC as amended) and includes any relevant implementing measure in each relevant member state of the EEA) (the "Qualified Investors");; or (ii) persons in the United Kingdom that are Qualified Investors" that are also persons who (a) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"); or (b) are high net worth companies, unincorporated associations and other persons to whom article 49(2) (a) to (d) of the Financial Promotion Order applies; or (c) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). If you are not a Relevant Person, you will not be eligible to participate in the offering, and you should not act upon, or rely on, this announcement. The securities or any investment or controlled activity to which such securities relate are only available to, and will be engaged in only with, Relevant Persons.

Contact:
Holger Lueth
Managing Director Corporate Finance & Investor Relations
holger.lueth@buwog.com
T +43 (0) 1 87828 1203

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