EQS-Adhoc: GSW Immobilien AG: Delisting of GSW shares intended, major shareholder has announced public delisting tender offer, GSW to support such public tender offer

AD-HOC ANNOUNCEMENT
 

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GSW Immobilien AG: Delisting of GSW shares intended, major shareholder has announced public delisting tender offer, GSW to support such public tender offer

Berlin, Germany, September 26, 2022 Today, the management board of GSW Immobilien AG (the Company) (ISIN DE000GSW1111 / WKN GSW111) with the approval of the supervisory board and in consultation with Deutsche Wohnen SE (Deutsche Wohnen), which holds approx. 94.02 % of the shares of the Company (GSW Shares), has resolved to delist the GSW Shares for trading in the Regulated Market of the Frankfurt Stock Exchange after publication of a public delisting offer by Deutsche Wohnen. To this end, GSW upon approval by the supervisory board today concluded a delisting agreement with Deutsche Wohnen. In the delisting agreement, Deutsche Wohnen has committed itself to making a public tender offer to the GSW shareholders to purchase their shares at the legal minimum price. The price of this tender offer will be determined by way of an enterprise valuation by Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft with its registered seat in Stuttgart (Ebner Stolz), that is mandated as an independent evaluator to perform a company valuation of the Company pursuant to Section 5 para. 4 of the German WpÜG Offer Ordinance (WpÜG-Angebotsverordnung) (the Company Valuation). 

In light of the overall circumstances, the management board and the supervisory board are of the opinion that the conclusion of a delisting agreement is in the interest of the Company. This is based on the fact that, since the consummation of the business combination between Deutsche Wohnen and Vonovia SE (Vonovia) in October 2021, the public equity capital market has continued to lose significance as a financing option for the Company as a group company of the Vonovia group. Furthermore, since the voluntary public tender offer by Vonovia to all shareholders of the Company on September 21, 2021, the free float in the Company has further been reduced to approx. 0.087 %, and no relevant trading activity in the GSW Shares is taking place. Against this background, the Company has subject to a detailed examination of the tender offer document and in consideration of its statutory obligations agreed to support the public delisting offer. The management board and the supervisory board will issue a reasoned statement pursuant to Sec. 27 German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) regarding the public delisting offer.

The decision on the withdrawal of admission of the shares will be taken by the management of the Frankfurt Stock Exchange. The management board expects the withdrawal, in accordance with the rules of the Frankfurt Stock Exchange, to come into effect three trading days after publication of the withdrawal which shall occur immediately following the decision of the Frankfurt Stock Exchange. After effectiveness of the withdrawal, GSW Shares will no longer be admitted for trading or be traded on a domestic regulated market or on a comparable foreign market.
 

Contact:

Investor Relations
Mecklenburgische Straße 57
14197 Berlin
Telefon +49 30 897 86-5413
Telefax +49 30 897 86-5419
ir@gsw.ag
 

Disclaimer

This announcement is for informational purposes only and constitutes neither an invitation to sell, nor an offer to purchase, securities of GSW IMMOBILIEN AG (GSW). The final terms and further provisions regarding the public delisting tender offer will be disclosed in the offer document. Investors and holders of securities of GSW are strongly recommended to read the offer document and all announcements in connection with the public delisting tender offer as soon as they are published, since they will contain important information.

The offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), the German Stock Exchange Act (Börsengesetz), and certain provisions of the securities laws of the United States of America applicable to cross-border offers with a limited circle of shareholders whose place of residence, seat or place of habitual abode is in the United States of America. The public delisting tender offer shall not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the public delisting tender offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in GSW cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a tender offer shall not be made, directly or indirectly, in jurisdictions where doing so would constitute a violation of the laws of such jurisdiction.

To the extent permitted by applicable law and in accordance with German market practice, GSW or brokers acting on behalf of GSW may directly or indirectly acquire GSW shares or enter into agreements to this effect outside the public delisting tender offer before, during or after the acceptance period of the public delisting tender offer. This applies in the same way to other securities granting a direct conversion or exchange right into, or an option right to, GSW shares. These purchases may be made on the stock exchange at market prices or off the stock exchange in negotiated transactions. All information on these purchases will be published to the extent required under the laws of the Federal Republic of Germany or another relevant jurisdiction.

To the extent 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 GSW. Such forward-looking statements are based on current plans, estimates and forecasts, which GSW has made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by GSW. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. GSW does not assume an obligation to update the forward-looking statements with respect to the actual development of incidents, basic conditions, assumptions or other factors.