TAG Immobilien AG to purchase TLG Wohnen GmbH and resolves on capital increase against cash contributions for up to 30 million New Shares to finance the acquisition

TAG Immobilien AG  / Key word(s): Acquisition/Capital Increase

19.11.2012 10:39

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TAG Immobilien AG to purchase TLG Wohnen GmbH and resolves on capital
increase against cash contributions for up to 30 million New Shares to
finance the acquisition

(Hamburg, 19 November 2012) Today, the Federal Republic of Germany accepted
the bid of TAG Immobilien AG ('TAG') to acquire TLG WOHNEN GmbH ('TLG
Wohnen'). Thus, TAG succeeded in the bidding process initiated by the
German Ministry of Finance for the privatisation of the TLG companies,
which are successor entities of the German 'Treuhand' Trust Agency. The
purchase price for the acquisition is EUR 471 million and includes the
roll-over of liabilities of TLG Wohnen in the amount of c. EUR 256 million.

TLG Wohnen comprises approximately 11,350 residential units with a total
floor area of approximately 697,000 sqm. The annual rental income amounts
to approximately EUR 42.4 million. The portfolio, which is almost entirely
consisting of residential units, has a geographic focus on the regions of
Berlin, Dresden and Rostock. The vacancy level is 4.7%. The transaction
documentation agreed with the Federal Republic of Germany includes
comprehensive provisions to protect the interests of the residential
tenants.

Upon completion of the acquisition of TLG Wohnen, which is expected in the
coming weeks, TAG will have a residential portfolio of approx. 69,000 units
with a total floor area of 4,166,052 sqm. Total assets will exceed EUR 3.6
billion and the total annual net cold rent of the TAG group will be
approximately EUR 254 million.

Today, the management board of TAG, with the approval of the supervisory
board, resolved on a capital increase against cash contributions of up to
30 million New Shares, in order to refinance the equity purchase price in
the amount of approximately EUR 218 million and for financing of additional
smaller acquisitions that complement the existing portfolio and in which
TAG is already in advanced negotiations. The resolution is based on the
Authorised Capital resolved at the Annual General Meeting of shareholders
on 14 June 2012 and includes subscription rights for existing shareholders.
The subscription ratio will be 17 : 5. The offer price, which will
correspond to the subscription price, is expected to be determined on 3
December based on a bookbuilding procedure, whereby the New Shares will be
offered to selected domestic and international investors subject to
clawback, i.e. a pro rata reduction to the extent subscription rights were
exercised in the Subscription Offer. The registered share capital of
currently EUR 100.7 million will be increased to up to EUR 130.7 million.
The New Shares are to be admitted to trading immediately after registration
of the capital increase with the Commercial Register, which is expected in
December 2012 and shall have full dividend rights from 1 January 2012. The
members of TAG's management board intend to fully exercise the subscription
rights attributable to their privately held TAG shares. The capital
increase is conditional upon approval of the prospectus by the German
Federal Financial Supervisory Authority ('BaFin'), which is expected for 22
November 2012. TAG has received a bridge financing commitment in the amount
of the equity purchase price from banks.

Irrespective of the roll-over of existing debt from TLG Wohnen in the
amount of approximately EUR 256 million, TAG expects to be able to
significantly improve the debt financing structure of TLG Wohnen in the
short- to medium term.

_____________

This announcement constitutes neither an offer to sell nor a solicitation
to buy securities of TAG Immobilien AG and does not substitute the
securities prospectus. Investments in the securities of TAG Immobilien AG
should only be based on the securities prospectus which, once approved by
the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), will be
available as of 22 November 2012 free of charge from TAG Immobilien
AG/Frankfurter Wertpapierbörse.

Not for distribution or release, directly or indirectly, in or into the
United States, Australia, Canada or Japan or any other jurisdiction in
which the distribution or release would be unlawful.

This ad-hoc release does not contain or constitute an offer for the sale of
securities in the United States of America, Australia, Canada, Japan or
other jurisdictions in which offers are subject to legal restrictions. The
securities referred to in this ad-hoc release 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 sold or offered for sale in the United
States of America absent registration or an exemption from registration.
Subject to certain exemptions in accordance the securities referred to in
this announcement may not be sold or offered for sale in the United States
of America, Australia, Canada or Japan or to or for the account of
Australian, Canadian or Japanese persons. No registration will take place
of the offer or sale of the securities referred to in this announcement in
accordance with the respective legal requirements in Canada, Australia and
Japan. No public offer of securities is made in the United States of
America.


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Language:     English
Company:      TAG Immobilien AG
              Steckelhörn 5
              20457 Hamburg
              Germany
Phone:        040 380 32 0
Fax:          040 380 32 390
E-mail:       ir@tag-ag.com
Internet:     www.tag-ag.com
ISIN:         DE0008303504
WKN:          830350
Indices:      MDAX
Listed:       Regulierter Markt in Frankfurt (Prime Standard), München;
              Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
              Stuttgart
 
End of Announcement                             DGAP News-Service
 
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