OCM German Real Estate Holding AG
Announcement of a cash capital increase in connection with the planned merger of Prime Office REIT-AG into OCM German Real Estate Holding AG (the future ‘Prime Office AG’)
OCM German Real Estate Holding AG / Key word(s): Capital Increase 13.01.2014 08:21 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- OCM German Real Estate Holding AG AD HOC RELEASE Announcement of a cash capital increase in connection with the planned merger of Prime Office REIT-AG into OCM German Real Estate Holding AG (the future 'Prime Office AG') Cologne, 13 January 2014. As part of the planned merger of Prime Office REIT-AG into OCM German Real Estate Holding AG (the future 'Prime Office AG'), the two companies have agreed under their merger contract that they will conduct a cash capital increase with pre-emptive rights for the shareholders of Prime Office AG to sustainably improve the capital structure of post-merger Prime Office AG. The merger of Prime Office REIT-AG into OCM German Real Estate Holding AG will become effective upon registration of the merger into the commercial register of OCM German Real Estate Holding AG. After the consummation of the merger, OCM German Real Estate Holding AG will operate under the registered name of Prime Office AG (the 'Company'). The registration is planned for 21 January 2014. Upon the consummation of the merger, existing shareholders of Prime Office REIT-AG will become shareholders of the Company at that particular time based on the agreed exchange ratio. The exchange ratio is 1:1, i.e. the shareholders of Prime Office REIT-AG will receive one share of the Company for each share in Prime Office REIT-AG. The exchange of the shares takes place immediately after the consummation of the merger. The transaction agreement and the merger contract between Prime Office REIT-AG and OCM German Real Estate Holding AG stipulated that OCM German Real Estate Holding AG would increase its share capital to EUR 82 million from company funds prior to the effective date of the merger. The Company has already complied with this condition precedent. Under another merger-related clause, OCM German Real Estate Holding AG is to increase its share capital by another 51,941,345 new no par value bearer shares issued to the shareholders of Prime Office REIT-AG. Upon closing of the planned merger, the share capital of the Company will therefore amount to EUR 133,941,345, divided into 133,941,345 no par value bearer shares. The admission of the Company's shares to trading in the regulated market (Prime Standard) of the Frankfurt stock exchange has been applied for. Trading in the shares of Prime Office AG in the regulated market (Prime Standard) of the Frankfurt stock exchange is expected to start on 22 January 2014 subject to the approval of the offering prospectus by the BaFin. Hence, the shares of the Company can be traded freely as soon as the planned merger is closed providing for sufficient free float from the beginning. In the light of these circumstances and subject to the approval of the offering prospectus by the BaFin, the Company plans to make a public offering in Germany of up to 50,228,004 new no par value bearer shares from the approved capital in January/ February 2014 that grants pre-emptive rights to the shareholders of the Company. The Company expects to raise gross proceeds of about EUR 130 million from the cash capital increase. Funds advised by Oaktree announced their intention to participate in the capital increase with at least EUR 65 million. Another investor has also announced its intention to support the transaction and participate with up to EUR 20 million in the capital increase. The public offering (cash capital increase) and the admission of the new shares from the cash capital increase to trading in the regulated market (Prime Standard) of the Frankfurt stock exchange will be based on a securities prospectus to be approved by BaFin and published thereafter. The offering prospectus is available free of charge on the Internet after the approval of the BaFin and, during normal business hours, from the issuer. Contacts OCM German Real Estate Holding AG Richard Berg Director Investor Relations/ Corporate Communications Maarweg 165 50825 Cologne Telephone +49 172 / 815 20 50 Facsimile +49 221 / 888 29 199 DISCLAIMER This document constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities. Any such offer will be made solely on the basis of the securities prospectus yet to be approved by the German Financial Supervisory Authority (BaFin) and published thereafter. The information legally required to be provided to investors will be contained only in the securities prospectus. The information contained herein is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions of any State of the United States of America or the District of Columbia) and must not be distributed to 'U.S. persons' (as defined in Regulation S under the U.S. Securities Act of 1933, as amended ('Securities Act')) or publications with a general circulation in the United States of America. This document is not an offer of securities for sale in the United States of America. The securities have not been and will not be registered under the Securities Act and may not be offered or sold absent registration or an exemption from registration under the Securities Act. The Issuer does not intend to register any portion of the offering in the United States of America or to conduct a public offering of the securities in the United States of America. This document is not an offer of securities for sale in the United States of America, Canada, Japan or Australia. 13.01.2014 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de ---------------------------------------------------------------------------
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