DGAP-News: TAG Immobilien AG: TAG resolves capital increase against cash contributions of up to approx. 20.6 million new shares to finance planned acquisition of DKB Immobilien AG
(firmenpresse) - DGAP-News: TAG Immobilien AG / Key word(s): Capital Increase
TAG Immobilien AG: TAG resolves capital increase against cash
contributions of up to approx. 20.6 million new shares to finance
planned acquisition of DKB Immobilien AG
29.02.2012 / 15:10
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TAG Immobilien AG ('TAG' in the following) proposes to acquire DKB
Immobilien AG ('DKBI' in the following), Berlin, and has joined in the
bidding procedure to acquire DKBI administered by Deutsche Kreditbank AG.
On 29 February 2012, TAG submitted a binding offer to purchase 100 percent
of shares in DKBI at a purchase price of EUR 160 million. The offer expires
on 31 March 2012. TAG believes it is well positioned in the bidding
process, which was initiated by the seller, and considers the chances of
its offer being accepted are good. The seller is expected to accept the bid
before the end of March 2012.
DKBI owns approximately 25,000 residential units and approximately 500
commercial units with total rental space of approximately 1.5 million m2,
and generates a total basic rent net of utilities of approximately EUR 73.2
million. Nearly all of the target company's properties are located in
former East Germany, mostly in the regions of Thuringia, greater Berlin and
Saxony. Most of the inventory is in good condition and fully or partially
renovated. It is valued at approximately EUR 1,060 million as at 31
December 2011. Vacancy across the entire portfolio was reported as 10.9
percent at 31 December 2011.
The DKBI group of companies' liabilities to banks amount to approximately
EUR 800 million and are to be taken on with the acquisition of shares. The
proposed change of shareholder would not lead to disadvantages for the
properties' tenants. TAG has declared that it undertakes to adhere to all
existing social clauses that are not affected by the transaction. The DKBI
group has approximately 275 employees.
Should TAG's bid be accepted, its property portfolio would grow to
approximately 56,000 residential units, and the current annualised basic
rent net of utilities in the TAG group would rise to approximately EUR 209
million. TAG's total assets would be approximately EUR 3.2 billion.
To finance the DKBI takeover, on 28 February 2012 the Management Board
resolved, with the approval of the Supervisory Board and drawing on
existing authorised capital, a capital increase against cash contributions
through the issuance of up to approximately 20.6 million new shares. The
new shares will be offered to shareholders for subscription at a ratio of
11:3 during a subscription period that will likely run from March 2 to 16,
2012. Fractional amounts are excluded from the subscription rights. In
addition, the new shares will be offered publicly to private and
institutional investors in Germany, and as a pre-placement to institutional
investors in Germany and selected other European countries as part of a
private placement and allocated pending the exercise of subscription
rights. There will be no public trading in these subscription rights. The
company intends to publish a prospectus approved by Germany's Federal
Financial Supervisory Authority (BaFin) shortly; it will be published on
the company's homepage at www.tag-ag.com/investor-relations. The final
subscriptionprice and the final issue volume will be determined through a
book-building process, and will be published by the company in the
electronic Federal Gazette no later than three days before the expiry of
the subscription period, i.e. probably on 13 March 2012. The new shares are
to be admitted to trading on the regulated market (Prime Standard) of the
Frankfurt stock exchange, and will have dividend rights as from 1 January
2011.
The subscription offer for the capital increase, which should be referred
to for further details, is scheduled for publication on 1 March 2012. The
offer period will be two weeks and is scheduled to run from March 2 to 16,
2012.
Kempen&Co. N.V., Amsterdam, and Close Brothers Seydler Bank AG, Frankfurt
am Main act as joint lead managers for the capital increase.
Since both companies focus on managing residential real estate, and both
own real estate and operate branches at various sites in former East
Germany, operations could be merged and synergy effects achieved.
Should the seller not accept TAG's offer, the funds generated from the
capital increase will be used for other acquisitions, to pay down financial
liabilities or to strengthen the equity base.
'In the past few years, TAG has proven that it is capable of quickly and
smoothly integrating new purchases. This purchase - if it goes through -
will take us to a new dimension in which we will be able to offer our
tenants even better service. At the same time, our shareholders should
benefit from economies of scale and further improvement in operating
profitability. In conjunction with DKBI, we will have some attractive
strategic options arise in the two very promising metropolitan areas of
Berlin and Saxony.' says CEO Rolf Elgeti.
Please refer to the offer prospectus for details.
Disclaimer:
This document does not constitute an offer to sell nor an invitation to
tender offers to buy or subscribe for securities. It is not for
distribution to shareholders and investors in the United States, Canada,
Australia or Japan.
Shares in the company will be offered solely based on a prospectus to be
approved by the German Federal Financial Supervisory Authority (BaFin),
which is scheduled for publication on 29 February 2012 on the company's
homepage at www.tag-ag.com/investor-relations.
Press inquiries:
TAG Immobilien AG
Investor and Public Relations
Britta Lackenbauer / Dominique Mann
Tel. +49 (0) 40 380 32 0
Fax +49 (0) 40 380 32 390
pr(at)tag-ag.com
End of Corporate News
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29.02.2012 Dissemination of a Corporate News, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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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Language: English
Company: TAG Immobilien AG
Steckelhörn 5
20457 Hamburg
Germany
Phone: 040 380 32 0
Fax: 040 380 32 390
E-mail: ir(at)tag-ag.com
Internet: http://www.tag-ag.com
ISIN: DE0008303504
WKN: 830350
Listed: Regulierter Markt in Frankfurt (Prime Standard), München;
Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
Stuttgart
End of News DGAP News-Service
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158735 29.02.2012
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