BUWOG AG  / Key word(s): Issue of Debt

06.09.2016 15:51

Disclosure of an inside information according to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
This announcement is an advertisement and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan, South Africa or Australia or any jurisdiction in which offers or sales of the securities would be prohibited by applicable law. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

BUWOG AG: Successful placement of EUR 300 million 5-year Convertible Bonds
06.09.2016

BUWOG AG ("BUWOG" or the "Company") announces the successful placement of senior unsecured convertible bonds due 2021 in an aggregate nominal amount of EUR 300 million (the "Bonds") and a denomination of EUR 100,000 each. The Bonds are initially convertible into 9,554,140 no-par value bearer shares of BUWOG, representing approximately 9.58% of the current outstanding share capital of BUWOG. Pre-emptive rights of existing shareholders of BUWOG to subscribe to the Bonds have been excluded.
Following today's bookbuilding process, it was determined that the Bonds bear no interest; the initial conversion premium was fixed at 35% above the reference share price of EUR 23.2592, corresponding to an initial conversion price of EUR 31.40. The Bonds will have a maturity of 5 years and will be issued and redeemed at 100% of their principal amount.
If not previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed at par on September 09, 2021 (the "Maturity Date"). The Company will have the right to elect to settle redemption of the Bonds on the Maturity Date entirely in cash, shares or with a combination of cash and shares. In addition, BUWOG will be entitled to redeem the Bonds from September 30, 2019 in accordance with the terms and conditions if the stock exchange price of the shares of BUWOG exceeds 130% of the then applicable conversion price over a certain time period. BUWOG will also have the option to settle conversions of the Bonds in cash - in whole or in part.
With this transaction, BUWOG seeks to diversify its sources of funding. The net proceeds from the issuance of the Bonds will be mainly used for growth programmes with a particular focus on expanding BUWOG's activities in the business areas Asset Management and Property Development in Germany. BUWOG in particular intends to strengthen its develop to hold strategy. The remainder will be used for potential refinancing measures, capex programmes and general corporate purposes.

Settlement is expected on or around September 09, 2016. BUWOG intends to apply for the Bonds to be admitted to trading on the unregulated Third Market (MTF) of the Vienna Stock Exchange within 30 days after the closing and settlement date.

The Bonds were offered only to institutional investors outside the U.S. in reliance on Regulation S (Category 1) under the United States Securities Act of 1933 as amended, as well as outside, Canada, Australia, Japan, South Africa or any other jurisdiction in which offers or sales of the securities would be prohibited by applicable law.

Deutsche Bank, Goldman Sachs International and Société Générale Corporate & Investment Banking were acting as Joint Bookrunners for the placement of the Bonds. Berenberg & Kempen & Co. were acting as Co-Managers.
About BUWOG Group

BUWOG Group is the leading German-Austrian full-service provider in the residential property business and now looks back on 65 years of expertise. Its property portfolio encompasses approximately 51,058 units and is distributed evenly in 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 have been listed on the Frankfurt, Vienna and Warsaw stock exchanges since the end of April 2014.
For additional information please contact:

Investor Relations:
Holger Lueth
Head of Investor Relations & Corporate Finance
Email: holger.lueth@buwog.com
T +43-1-878 28 1203
F +43-1-878 28 5203

Media Inquiries:
Thomas Brey
BUWOG-Pressestelle Österreich
c/o M&B PR, Marketing, Publikationen
T +43 (0) 1 233 01 23 15
M +43 676 542 39 09
brey@mb-pr.at

Peter Dietze-Felberg
BUWOG-Pressestelle Deutschland
RUECKERCONSULT GmbH
T: +49 (0)30 2844 987-62
dietze@rueckerconsult.de

Disclaimer

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require Deutsche Bank Aktiengesellschaft, Goldman Sachs International and Société Générale (the "Joint Bookrunners") and BUWOG AG or any of their respective affiliates, or any person acting on behalf of thereof, to prepare or register any prospectus or offering document relating to the securities referred to herein in such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions. and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended or the laws of any state within the United States or under the applicable securities laws of Australia, Canada, South Africa or Japan, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the securities referred to herein in the United States, Australia, Canada, South Africa or Japan.
In the United Kingdom, this announcement is directed only at, qualified investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect BUWOG AG's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to BUWOG AG's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.

Each of BUWOG AG and the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

The date of admission of the convertible bonds and the shares issued upon conversion to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on BUWOG AG's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the convertible bond offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the convertible bonds offering for the person concerned.
Goldman Sachs International is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom.
Each Joint Bookrunner is acting exclusively for BUWOG AG and no-one else in connection with the offering of the securities referred to herein. They will not regard any other person as their respective clients in relation to such offering and will not be responsible to anyone other than BUWOG AG for providing the protections afforded to their respective clients, or for providing advice in relation to such securities, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the offering of the securities referred to herein, each Joint Bookrunner and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase convertible notes of BUWOG AG and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of BUWOG AG or any related investments and may offer or sell such securities or other investments otherwise than in connection with the offering of the securities referred to herein. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Joint Bookrunners or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to BUWOG AG, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.


06.09.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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Language:     English
Company:      BUWOG AG
              Hietzinger Kai 131  
              1130  Wien
              Austria
Phone:        +43 1 87 8281130
Fax:          +43 1 87 8285299
E-mail:       investor@buwog.com
Internet:     www.buwog.com
ISIN:         AT00BUWOG001
WKN:          A1XDYU
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Dusseldorf, Munich, Stuttgart, Tradegate Exchange; Wien (Amtlicher Handel / Official Market)  
End of Announcement DGAP News-Service  

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