DGAP-News: Vonovia SE: Vonovia SE announces results of subscription offer

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.

 

Vonovia SE announces results of subscription offer

- 98.59% of subscription rights exercised during subscription period with remaining shares to be placed shortly

Bochum, 8 December 2021 - Today, Vonovia SE ("Vonovia" or the "Company") is announcing the results of the subscription offer in connection with the capital increase with subscription rights announced on 21 November 2021. During the subscription period, a total of 201,340,062 new registered (no-par-value) shares were offered to Vonovia's existing shareholders at a subscription price of EUR 40.00 per new share.

Until the end of the subscription period on 7 December 2021, subscription rights for 198,508,119 new shares were exercised, representing 98.59% of the total number of new shares to be issued pursuant to the offering.

The remaining 2,831,943 new shares for which subscription rights have not been exercised during the subscription period will be sold to institutional investors in a private placement shortly. The Company will provide an update upon completion.

Additional Information

Approval: Regulated Market/Prime Standard, Frankfurt Stock Exchange

ISIN: DE000A1ML7J1

WKN: A1ML7J

Common code: 094567408

Registered headquarters of Vonovia SE: Bochum, Germany, Bochum Local Court, HRB 16879

Business address of Vonovia SE: Universitaetsstrasse 133, 44803 Bochum, Germany

Important notice

This communication constitutes neither an offer to sell nor a solicitation to buy securities. Any public offer in Germany and Luxembourg was made solely by means of, and on the basis of, a published securities prospectus. An investment decision regarding the publicly offered securities of Vonovia should only be made on the basis of the securities prospectus. The securities prospectus was published promptly after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and is 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This communication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan.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 in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful.

The Company's securities 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 Company's securities 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. Such forward-looking statements are based on current plans, estimates and forecasts which Vonovia 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 Company's control). Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Vonovia. 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 will change its intentions and assumptions reflected in the documents and announcements after the publication of these documents or announcements. Moreover, it should be noted that all forward-looking statements only speak as of the date of this release and that neither Vonovia nor any of 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 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 and no-one else in connection with the capital increase. They will not regard any other person as their respective clients in relation to the capital increase and will not be responsible to anyone other than Vonovia for providing the protections afforded to their respective clients, nor for providing advice in relation to the 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 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. 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, 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 does not purport to contain all information required to evaluate Vonovia and/or its respective financial position. Financial information (including percentages) has been rounded according to established commercial standards.