TAG Immobilien AG: TAG resolves capital increase against cash contributions of up to approx. 20.6 million new shares to finance planned acquisition of DKB Immobilien AG
TAG Immobilien AG / Key word(s): Capital Increase
TAG resolves capital increase against cash contributions of up to approx.
TAG Immobilien AG ('TAG' in the following) proposes to acquire DKB Immobilien AG ('DKBI' in the following), Berlin, and has joined in the bidding procedure to acquire DKBI administered by Deutsche Kreditbank AG. On 29 February 2012, TAG submitted a binding offer to purchase 100 percent of shares in DKBI at a purchase price of EUR 160 million. The offer expires on 31 March 2012. TAG believes it is well positioned in the bidding process, which was initiated by the seller, and considers the chances of its offer being accepted are good. The seller is expected to accept the bid before the end of March 2012.
DKBI owns approximately 25,000 residential units and approximately 500 commercial units with total rental space of approximately 1.5 million m2, and generates a total basic rent net of utilities of approximately EUR 73.2 million. Nearly all of the target company's properties are located in former East Germany, mostly in the regions of Thuringia, greater Berlin and Saxony. Most of the inventory is in good condition and fully or partially renovated. It is valued at approximately EUR 1,060 million as at 31 December 2011. Vacancy across the entire portfolio was reported as 10.9 percent at 31 December 2011.
The DKBI group of companies' liabilities to banks amount to approximately EUR 800 million and are to be taken on with the acquisition of shares. The proposed change of shareholder would not lead to disadvantages for the properties' tenants. TAG has declared that it undertakes to adhere to all existing social clauses that are not affected by the transaction. The DKBI group has approximately 275 employees.
Should TAG's bid be accepted, its property portfolio would grow to approximately 56,000 residential units, and the current annualised basic rent net of utilities in the TAG group would rise to approximately EUR 209 million. TAG's total assets would be approximately EUR 3.2 billion.
To finance the DKBI takeover, on 28 February 2012 the Management Board resolved, with the approval of the Supervisory Board and drawing on existing authorised capital, a capital increase against cash contributions through the issuance of up to approximately 20.6 million new shares. The new shares will be offered to shareholders for subscription at a ratio of 11:3 during a subscription period that will likely run from March 2 to 16, 2012. Fractional amounts are excluded from the subscription rights. In addition, the new shares will be offered publicly to private and institutional investors in Germany, and as a pre-placement to institutional investors in Germany and selected other European countries as part of a private placement and allocated pending the exercise of subscription rights. There will be no public trading in these subscription rights. The company intends to publish a prospectus approved by Germany's Federal Financial Supervisory Authority (BaFin) shortly; it will be published on the company's homepage at www.tag-ag.com/investor-relations. The final subscription price and the final issue volume will be determined through a book-building process, and will be published by the company in the electronic Federal Gazette no later than three days before the expiry of the subscription period, i.e. probably on 13 March 2012. The new shares are to be admitted to trading on the regulated market (Prime Standard) of the Frankfurt stock exchange, and will have dividend rights as from 1 January 2011.
The subscription offer for the capital increase, which should be referred to for further details, is scheduled for publication on 1 March 2012. The offer period will be two weeks and is scheduled to run from March 2 to 16, 2012.
Kempen & Co. N.V., Amsterdam, and Close Brothers Seydler Bank AG, Frankfurt am Main act as joint lead managers for the capital increase.
Since both companies focus on managing residential real estate, and both own real estate and operate branches at various sites in former East Germany, operations could be merged and synergy effects achieved.
Should the seller not accept TAG's offer, the funds generated from the capital increase will be used for other acquisitions, to pay down financial liabilities or to strengthen the equity base.
'In the past few years, TAG has proven that it is capable of quickly and smoothly integrating new purchases. This purchase - if it goes through - will take us to a new dimension in which we will be able to offer our tenants even better service. At the same time, our shareholders should benefit from economies of scale and further improvement in operating profitability. In conjunction with DKBI, we will have some attractive strategic options arise in the two very promising metropolitan areas of Berlin and Saxony.' says CEO Rolf Elgeti.
Please refer to the offer prospectus for details.
This document does not constitute an offer to sell nor an invitation to tender offers to buy or subscribe for securities. It is not for distribution to shareholders and investors in the United States, Canada, Australia or Japan.
End of Corporate News
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|Company:||TAG Immobilien AG|
|Phone:||040 380 32 0|
|Fax:||040 380 32 390|
|Listed:||Regulierter Markt in Frankfurt (Prime Standard), München; Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, Stuttgart|
|End of News||DGAP News-Service|