Vonovia SE
Vonovia SE resolves on c. EUR 8 billion fully underwritten capital increase with subscription rights to finance the business combination with Deutsche Wohnen SE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN OR INTO THE USA, AUSTRALIA, CANADA, JAPAN OR OTHER COUNTRIES WHERE SUCH A PUBLICATION COULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS NOTIFICATION.

AD HOC NOTIFICATION PURSUANT TO ARTICLE 17 OF THE MARKET ABUSE REGULATION

Vonovia SE resolves on c. EUR 8 billion fully underwritten capital increase with subscription rights to finance the business combination with Deutsche Wohnen SE

Bochum, 21 November 2021

Today, the management board of Vonovia SE (“Vonovia” or the “Company“), with the consent of the supervisory board, has resolved to launch a fully underwritten capital increase against contribution in cash with subscription rights for existing shareholders of Vonovia. For this purpose, the share capital of Vonovia shall, under partial utilisation of Vonovia’s authorised capital 2021, be increased from EUR 575,257,327.00 by EUR 201,340,062.00 to EUR 776,597,389.00 through the issuance of 201,340,062 new registered (no-par-value) shares with a notional value of EUR 1.00 and full dividend rights from 1 January 2021.

The new shares shall be offered to the shareholders of the Company by way of an indirect subscription right at a ratio of 20:7 (that is 20 existing shares of the Company entitle their holder to subscribe for 7 new shares) and a subscription price of EUR 40.00, corresponding to a discount of 22.5% to the TERP (theoretical ex-rights price). On that basis, Vonovia expects to generate gross proceeds of c. EUR 8 billion and intends to use net proceeds to partially repay amounts under the syndicated loan facilities agreement for the acquisition of Deutsche Wohnen SE.

Subject to approval of the prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the publication of the approved prospectus, the subscription period is expected to begin on 24 November 2021 and is scheduled to end on 7 December 2021 (both dates inclusive). Immediately following the expiration of the subscription period, unsubscribed shares shall be sold on the market or placed through a private placement at a price at least equal to the subscription price.

Subject to approval and publication of the prospectus, the subscription rights (ISIN DE000A3MQB30 / WKN A3MQB3) to the new shares shall be traded during the period from 24 November 2021 up to and including 2 December 2021 (until approximately noon CET) on the regulated market (Xetra and Xetra Frankfurt Specialist) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse).

The offer is based on an underwriting agreement signed today between Vonovia and a syndicate of 14 banks, which provides for a firm commitment to acquire all new shares at the subscription price. In addition, certain funds managed by APG Asset Management N.V. (“APG“) and Norges Bank, the Central Bank of Norway (“Norges Bank“) have irrevocably undertaken to exercise in full the subscription rights to which they are each entitled in accordance with the capital increase. To date, APG holds approximately 4.0% of the Company’s share capital and Norges Bank holds approximately 11.1% of the Company’s share capital.

It is expected that the implementation of the capital increase will be registered by 3 December 2021 with the commercial register of the Local Court (Amtsgericht) of Bochum and that the announcement of the admission of the new shares to trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), with simultaneous admission to the sub-segment of the regulated market with further post-admission obligations (Prime Standard), as well as to trading on the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg) will be made on 9 December 2021. Closing of the rights issue is expected to occur on or about 13 December 2021.

Contact

Rene Hoffmann
Head of Investor Relations
t: +49 (0)234/314-1629
rene.hoffmann@vonovia.de

Important notice

This communication constitutes neither an offer to sell nor a solicitation to buy securities. Any public offer in Germany and Luxembourg will be made solely by means of, and on the basis of, a securities prospectus which is yet to be published. An investment decision regarding the publicly offered securities of Vonovia SE should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and will be available free of charge on the website of Vonovia.

This communication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This communication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of Vonovia SE in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful.

The securities of Vonovia SE may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act“). There will be no public offering of the securities in the United States. The securities of Vonovia SE have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or any other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. The securities referred to herein have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, or have any of the foregoing authorities passed upon or endorsed the merits of the offering of the securities referred to herein.

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 subject to certain exceptions.

In the United Kingdom, this communication is only being distributed to and is only directed at persons who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order“), or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons“). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

If any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Vonovia SE. Such forward-looking statements are based on current plans, estimates and forecasts which Vonovia SE has made to the best of its knowledge, but which do not claim to be correct in the future (in particular where such forward looking information is in relation to matters outside the control of Vonovia SE). Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Vonovia SE. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. It is possible that Vonovia SE will change its intentions and assumptions reflected in the documents and announcements or in the yet to be published offer document after the publication of these documents, announcements or the offer document. Moreover, it should be noted that all forward looking statements only speak as of the date of this release and that neither Vonovia SE nor the joint bookrunners (the “Joint Bookrunners“) assume any obligation, except as required by law, to update any forward looking statement or to conform any such statement to actual events or developments.

Each of Vonovia SE and the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this release, whether as a result of new information, future developments or otherwise.

Each of the Joint Bookrunners is acting exclusively for Vonovia SE and no-one else in connection with the potential capital increase. They will not regard any other person as their respective clients in relation to the potential capital increase and will not be responsible to anyone other than Vonovia SE for providing the protections afforded to their respective clients, nor for providing advice in relation to the potential capital increase, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the sale of the shares, the Joint Bookrunners and any of their affiliates may take up a portion of the securities in the offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of Vonovia SE or related investments in connection with the sale or otherwise. Accordingly, references in this announcement to the shares being sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, any of the Joint Bookrunners and any of their affiliates acting in such capacity. In addition, any of the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Bookrunners and any of their affiliates may from time to time acquire, hold or dispose of securities of Vonovia SE. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Joint Bookrunners or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Vonovia SE, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

This announcement also contains certain financial measures that are not recognized under International Financial Reporting Standards (“IFRS“). These non-IFRS measures are presented because Vonovia SE believes that they and similar measures are widely used in the markets in which it operates as a means of evaluating Vonovia SE’s operating performance and financing structure. They may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles.

This announcement does not purport to contain all information required to evaluate Vonovia SE and/or its respective financial position. Financial information (including percentages) has been rounded according to established commercial standards. Certain market data about Vonovia SE included in this announcement is sourced from third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the fairness, quality, accuracy, relevance, completeness or sufficiency of such data. Such research and estimates, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, Vonovia SE expressly disclaims any responsibility for, or liability in respect of, such information and undue reliance should not be placed on such data.