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 Increase19.11.2012 10:39Dissemination of an Ad hoc announcement according to § 15 WpHG, transmittedby DGAP - a company of EquityStory AG.The issuer is solely responsible for the content of this announcement.---------------------------------------------------------------------------TAG Immobilien AG to purchase TLG Wohnen GmbH and resolves on capitalincrease against cash contributions for up to 30 million New Shares tofinance the acquisition(Hamburg, 19 November 2012) Today, the Federal Republic of Germany acceptedthe bid of TAG Immobilien AG ('TAG') to acquire TLG WOHNEN GmbH ('TLGWohnen'). Thus, TAG succeeded in the bidding process initiated by theGerman Ministry of Finance for the privatisation of the TLG companies,which are successor entities of the German 'Treuhand' Trust Agency. Thepurchase price for the acquisition is EUR 471 million and includes theroll-over of liabilities of TLG Wohnen in the amount of c. EUR 256 million.TLG Wohnen comprises approximately 11,350 residential units with a totalfloor area of approximately 697,000 sqm. The annual rental income amountsto approximately EUR 42.4 million. The portfolio, which is almost entirelyconsisting of residential units, has a geographic focus on the regions ofBerlin, Dresden and Rostock. The vacancy level is 4.7%. The transactiondocumentation agreed with the Federal Republic of Germany includescomprehensive provisions to protect the interests of the residentialtenants.Upon completion of the acquisition of TLG Wohnen, which is expected in thecoming weeks, TAG will have a residential portfolio of approx. 69,000 unitswith a total floor area of 4,166,052 sqm. Total assets will exceed EUR 3.6billion and the total annual net cold rent of the TAG group will beapproximately EUR 254 million.Today, the management board of TAG, with the approval of the supervisoryboard, resolved on a capital increase against cash contributions of up to30 million New Shares, in order to refinance the equity purchase price inthe amount of approximately EUR 218 million and for financing of additionalsmaller acquisitions that complement the existing portfolio and in whichTAG is already in advanced negotiations. The resolution is based on theAuthorised Capital resolved at the Annual General Meeting of shareholderson 14 June 2012 and includes subscription rights for existing shareholders.The subscription ratio will be 17 : 5. The offer price, which willcorrespond to the subscription price, is expected to be determined on 3December based on a bookbuilding procedure, whereby the New Shares will beoffered to selected domestic and international investors subject toclawback, i.e. a pro rata reduction to the extent subscription rights wereexercised in the Subscription Offer. The registered share capital ofcurrently 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 registrationof the capital increase with the Commercial Register, which is expected inDecember 2012 and shall have full dividend rights from 1 January 2012. Themembers of TAG's management board intend to fully exercise the subscriptionrights attributable to their privately held TAG shares. The capitalincrease is conditional upon approval of the prospectus by the GermanFederal Financial Supervisory Authority ('BaFin'), which is expected for 22November 2012. TAG has received a bridge financing commitment in the amountof the equity purchase price from banks.Irrespective of the roll-over of existing debt from TLG Wohnen in theamount of approximately EUR 256 million, TAG expects to be able tosignificantly improve the debt financing structure of TLG Wohnen in theshort- to medium term._____________This announcement constitutes neither an offer to sell nor a solicitationto buy securities of TAG Immobilien AG and does not substitute thesecurities prospectus. Investments in the securities of TAG Immobilien AGshould only be based on the securities prospectus which, once approved bythe Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), will beavailable as of 22 November 2012 free of charge from TAG ImmobilienAG/Frankfurter Wertpapierbörse.Not for distribution or release, directly or indirectly, in or into theUnited States, Australia, Canada or Japan or any other jurisdiction inwhich the distribution or release would be unlawful.This ad-hoc release does not contain or constitute an offer for the sale ofsecurities in the United States of America, Australia, Canada, Japan orother jurisdictions in which offers are subject to legal restrictions. Thesecurities referred to in this ad-hoc release have not been, and will notbe, 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 UnitedStates of America absent registration or an exemption from registration.Subject to certain exemptions in accordance the securities referred to inthis announcement may not be sold or offered for sale in the United Statesof America, Australia, Canada or Japan or to or for the account ofAustralian, Canadian or Japanese persons. No registration will take placeof the offer or sale of the securities referred to in this announcement inaccordance with the respective legal requirements in Canada, Australia andJapan. No public offer of securities is made in the United States ofAmerica.19.11.2012 DGAP's Distribution Services include Regulatory Announcements,Financial/Corporate News and Press Releases.Media archive at www.dgap-medientreff.de and www.dgap.de--------------------------------------------------------------------------- Language:     EnglishCompany:      TAG Immobilien AG              Steckelhörn 5              20457 Hamburg              GermanyPhone:        040 380 32 0Fax:          040 380 32 390E-mail:       ir@tag-ag.comInternet:     www.tag-ag.comISIN:         DE0008303504WKN:          830350Indices:      MDAXListed:       Regulierter Markt in Frankfurt (Prime Standard), München;              Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,              Stuttgart End of Announcement                             DGAP News-Service ---------------------------------------------------------------------------