Deutsche Industrie REIT-AG resolves capital increase from authorized capital
Deutsche Industrie REIT-AG / Key word(s): Capital Increase
Publication of inside information pursuant to Article 17 MAR
NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN THE USA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER COUNTRY IN WHICH SUCH PUBLICATION MAY BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.
Deutsche Industrie REIT-AG resolves capital increase from authorized capital
Rostock, 30 October 2019 - The management board of Deutsche Industrie REIT-AG (WKN A2G9LL / ISIN DE000A2G9LL1) (the "Company") today resolved, with the approval of the supervisory board, to increase the Company's share capital from currently EUR 23,451,945.00 by up to EUR 5,711,242.00 to up to EUR 29,163.187.00 by issuing up to 5,711,242 new ordinary bearer shares with no-par value (Stammaktienohne Nennbetrag (Stückaktien)) of the Company, each such share with a notional value of EUR 1.00 (the "New Shares"), against cash contributions, making partial use of the existing Authorized Capital 2019/I. The New Shares carry full dividend rights from 1 October 2018. The existing shareholders of the Company (the "Shareholders") and the holders of the 2.00% convertible bonds 2019/2026 of the Company (ISIN DE000A2YNQU1 / WKN A2YNQU) (the "Holders" and, together with the Shareholders, the "Offer Addresses") are entitled to subscribe for the New Shares. The New Shares shall be offered for subscription to the Offer Addresses within a subscription offer of the Company which is expected to be published in the German Federal Gazette (Bundesanzeiger) later today, 30 October 2019, (the "Subscription Offer").
In order to avoid a temporary shortfall below the control threshold, the Shareholders belonging to the Obotritia Group were admitted to direct subscription at the Company to the extent of their subscription rights for a total of up to 1,796,704 New Shares (the "Direct Subscription Shares"). The 3,914,538 New Shares remaining after deduction of the Direct Subscription Shares (the "Subscription Shares") will be offered to the remaining Offer Addresses, not belonging to the Obotritia Group, by way of indirect subscription rights for subscription via ODDO BHF Aktiengesellschaft ("ODDO BHF AG") as subscription agent. Only ODDO BHF AG, acting in its own name and for the account of the syndicate banks ODDO BHF AG and Baader Bank Aktiengesellschaft ("Baader Bank" and, together with ODDO BHF AG, the "Syndicate Banks"), was admitted to subscribe for and acquire the Subscription Shares with the obligation to offer the Subscription Shares to the Offer Addresses in accordance with the Subscription Offer.
The subscription period of the Subscription Offer is expected to commence on 31 October 2019 (00:00 hrs CET) and expire on 13 November 2019 (24:00 hrs CET) (the "Subscription Period"). The subscription price per New Share will be determined during the Subscription Period on or around 7 November 2019 (the "Determination Date"). The subscription price amounts to at least EUR 16.00 per New Share and is determined by the management board with the consent of the supervisory board, taking into account the volume-weighted average price (VWAP) of the Company's shares in the electronic trading system XETRA of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in the period from the date of the announcement of the capital increase, i.e. from 30 October 2019, until the Determination Date (inclusive), i.e. until 7 November 2019, less a discount of up to 10% determined at the discretion of the management board with the consent of the supervisory board. The subscription ratio of the Subscription Offer is 9:2, i.e. nine subscription rights entitle to subscribe for two New Shares. The Offer Addresses will be granted an additional subscription right in addition to their statutory subscription right.
The Subscription Offer is made subject to and only based on a securities prospectus to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - "BaFin"). The approval of the securities prospectus by BaFin is expected today, 30 October 2019. The securities prospectus with detailed information on the Subscription Offer and risk information will be published on the Company's website under "Investor Relations" (https://www.deutsche-industrie-reit.de/investor-relations) immediately after such approval.
Any New Shares not subscribed for will be offered by the Syndicate Banks (i) to institutional investors in Europe and outside the United States of America (the "United States") on the basis of Regulation S of the US Securities Act as amended (the "Securities Act") and (ii) to a limited number of qualified institutional buyers (QIBs) in the United States in private placements.
ODDO BHF AG acts as Sole Global Coordinator and Joint Bookrunner and Baader Bank as Joint Bookrunner within the transaction.
This publication does not constitute or form part of and should not be construed as an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. The New Shares will be solely offered based on the published subscription offer and the securities prospectus approved by BaFin. This publication does, in particular, not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act or the laws of any state within the United States, and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons, except that the offered shares may be offered or sold to qualified institutional buyers in reliance on certain exemptions from the registration requirements of the Securities Act and applicable state securities laws. This publication and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws, and should not be distributed to U.S. persons or by way of publications with a general circulation in the United States. No public offering of the New Shares is being made in the United States. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The securities referred to herein have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan.
This communication expressly or implicitly contains certain forward-looking statements concerning the Company and its business. Such statements involve certain known and unknown risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of the Company to be materially different from any expected results, performance or achievements expressed or implied by such forward-looking statements. The Company is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.
|Company:||Deutsche Industrie REIT-AG|
|Phone:||+49 331 740076 5 - 0|
|Fax:||+49 331 / 740 076 520|
|ISIN:||DE000A2G9LL1, DE000A2GS3T9, DE000A2YNQU1|
|WKN:||A2G9LL, A2GS3T, A2YNQU|
|Listed:||Regulated Market in Berlin, Frankfurt (Prime Standard)|
|EQS News ID:||899987|
|End of Announcement||DGAP News Service|