DGAP-News: GAGFAH S.A. Commences 75,000,000 EUR Self-Tender Offer
(firmenpresse) - DGAP-News: GAGFAH S.A. / Key word(s): Share Buyback
GAGFAH S.A. Commences 75,000,000 EUR Self-Tender Offer
05.09.2011 / 19:56
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Press Release: September 5, 2011
GAGFAH S.A.
2-4, rue Beck
L-1222 Luxembourg
ISIN: LU0269583422
Frankfurt Stock Exchange, Regulated Market (Prime Standard)
GAGFAH S.A. Commences 75,000,000 EUR Self-Tender Offer
Key terms of the offer:
* GAGFAH S.A. announces cash offer for own shares with a maximum aggregate
consideration of EUR 75,000,000
* Consideration per share to be determined in 'modified Dutch auction;'
minimum offer price of EUR 3.50 and maximum offer price of EUR 5.00 per
share
* Shareholders may choose between a 'Price Determined by Shareholder
Tender', or a 'Price Determined by Offer Tender', to maximize chances that
their shares will be repurchased
* No minimum acceptance level condition; customary offer conditions
* 4 week acceptance period from 6 September 2011 to 4 October 2011
* Opportunity for shareholders to exit their investment; possibly at a
premium to the current stock price
* Further self-tender offers and delisting in the future possible
Luxembourg, 5 September 2011 - GAGFAH S.A. (the 'Company') today announced
the commencement of a 'modified Dutch auction' self-tender offer to acquire
a number of its outstanding shares for an aggregate consideration of
75,000,000 EUR at a purchase price of at least EUR 3.50 and not greater
than EUR 5.00 per share in cash. The public share buy-back offer commences
on 6 September 2011 and will expire on 4 October 2011 (Frankfurt time)
unless extended.
The 'modified Dutch auction' self-tender offer allows shareholders to
indicate how many shares and at what price within the Company's specified
offer price range they wish to tender their shares. Shareholders can choose
between a 'Price determined by Shareholder Tender' and a 'Price determined
by Offer Tender' to maximize the possibility that their shares will be
repurchased. In a price determined by shareholder tender, shares are
tendered with the shareholder specifying a purchase price per share within
the offer price range stipulated by the Company. In a price determined by
offer tender, shares are tendered without the shareholder specifying a
purchase price and the shares are purchased at the 'Final Purchase Price'.
Based on the number of shares tendered and the prices specified by the
tendering shareholders, the shares are purchased at such lowest price
within the offer price range at which the Company can purchase the highest
number of shares for a maximum consideration of 75,000,000 EUR (the 'Final
Purchase Price'). All shares purchased by the Company in the tender offer
will be purchased at that same price regardless of whether the shareholder
tendered at a lower price. Shares tendered at above the final purchase
price will not be purchased.
The self-tender offer is not conditioned upon any minimum number of shares
being tendered. The tender offer is, however, subject to certain customary
conditions as are specified in the offer document, including a customary
precaution for material adverse changes to the share price. Offer
conditions can be waived at any time.
A complete explanation of the terms and conditions of the self-tender offer
as well as specific instructions are contained in the offer document and
the FAQs which are available on the Company's website at www.gagfah.com at
the page 'Share Buy-Back Offer.' Acceptance forms for the offer are only
available to shareholders through their own custodian banks. Shareholders
who wish to tender must do so through their custodian banks and the Company
would encourage shareholders who wish to tender to contact their custodian
banks in this regard.
The self-tender offer will be carried out in accordance with certain
applicable securities laws of the United States of America. As there is no
requirement to apply the provisions of the German WpUG, the takeover laws
of Luxembourg or any other jurisdiction, the offer does not comply with
those rules.
Deutsche Bank, AG has been appointed as settlement agent for the buy-back
offer.
The Company believes that the self-tender offer is an efficient way of
returning capital to shareholders and increasing long-term shareholder
value. Furthermore, we believe the self-tender offer allows shareholders
the opportunity to realize a return on their shares possibly at a premium
to the stock price at which shares currently trade. For larger shareholders
it will also allow them an opportunity to obtain liquidity with respect to
all or a portion of their shares without depressing the stock price. The
Board of Directors and Fortress named funds advised by Fortress Investment
Group LLC which hold approximately 54% of the shares of GAGFAH S.A., have
undertaken not to accept the offer for shares held by them.
The Company may in the future decide to pursue further self-tender offers.
If, in particular as a result of such future buybacks, the number of freely
traded shares drops to a level where a public listing appears no longer to
be in the best interest of the Company, the Board of Directors may decide
to pursue a delisting of the Company's shares from the Frankfurt Stock
Exchange.
CONTACTS
Shareholders
Shareholders and investors who have questions or need assistance for
filling out and transmitting the acceptance form may contact their
custodian or depository bank, the appointed settlement agent, or GAGFAH's
Investor Relations department.
Rene HoffmannMedia
Head of Investor Relations
GAGFAH S.A.
2-4, rue Beck
L-1222
Luxembourg
Grand Duchy of Luxembourg
Phone: +352 266 366 21
Fax: +352 266 366 01
E-mail: rhoffmann(at)gagfah.com
Media inquiries regarding the offer should be directed to:
Alexander H. Engelhardt Stephan Holzinger
+49 (0)162 279 47 00 +49 (0)175 593 08 97
E-mail: gagfah(at)deepvalue.de
ABOUT GAGFAH S.A.
GAGFAH S.A. is a joint stock corporation organized under the laws of the
Grand Duchy of Luxembourg qualifying as a securitization company under the
Luxembourg Securitization Law of March 22, 2004. The core business of
GAGFAH S.A.'s operating subsidiaries is the ownership and management of a
geographically diversified and well maintained residential property
portfolio located throughout Germany. With a portfolio of approximately
155,000 apartments, GAGFAH is the largest residential property company
listed in Germany.
Important notice
This press release is for informational purposes only and is not an offer
to buy or the solicitation of an offer to sell any shares of the Company's
shares. The offer to buy the Company's shares is made pursuant to the offer
document. Shareholders should carefully read the offer materials because
those contain important information, including the various terms and
conditions of the self-tender offer. The Company will only update the offer
material if and to the extent it is required under applicable law or
provided for in the offer material The shares of the Company have recently
traded at a discount to their net asset value per share. The Company will
not publish net asset value per share calculations during the acceptance
period. For the latest reported NAV calculation, shareholders may access
the latest quarterly report of the Company published under the section
'Investor Relations-Financial Reports' on the website of the Company at
www.gagfah.com. Neither the Company nor its directors make any
recommendation as to whether any shareholder should participate in the
self-tender offer or as to the price or prices at which shareholders may
choose to tender their shares in acceptance of the offer. The Company's
directors and executive officers have advised the Company that they do not
intend to tender any of their shares in the tender offer. Shareholders may
obtain the offer document and the FAQs at the Company's website
www.gagfah.com at the page 'Share Buy-Back Offer.' Acceptance forms for the
offer are only available to shareholders through their own custodian banks.
Shareholders are urged to read these materials and any other documents
received by them from their custodian banks carefully and to consult with
their financial, legal and tax advisors prior to making any decision with
respect to the offer as to the consequences to them of tendering or not
tendering their shares in acceptance of the offer.
End of Corporate News
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05.09.2011 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,
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Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: GAGFAH S.A.
2-4, rue Beck
1222 Luxemburg
Grand Duchy of Luxembourg
Phone: + 352 266 366 1
Fax: + 352 266 366 01
E-mail: info(at)gagfah.com
Internet: www.gagfah.com
ISIN: LU0269583422, LU0269583422
WKN: A0LBDT
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
Stuttgart
End of News DGAP News-Service
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