EQS-News: Vonovia SE: Final Results of Tender Offer for 2023 & 2024 Bonds

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

November 23, 2022.

Final Results of Tender Offer for 2023 & 2024 Bonds

• Total volume of ca. €1bn tendered and accepted for repurchase across 8 bonds
• Residual funds from recent bond issuance and cash on hand can now be used to pay back other debt

Following Vonovia’s bond issuance with an aggregate volume of €1.5bn last week, a total volume of ca. €1bn across 8 bonds maturing in 2023 and 2024 were validly tendered and accepted for repurchase. The settlement of the tender offer is expected to take place on November 24. The detailed tender results can be found at https://www.bourse.lu/notices.

As previously announced, the remaining proceeds from the new bonds plus an additional €500m cash on hand can now be used to pay back other debt. Vonovia’s maturity profile will not be materially impacted by this liability management.

Vonovia remains fully committed towards the other elements of the liability management, as communicated with the 9M 2022 results. This includes Vonovia’s plans to roll over the secured financings for 2023 and 2024. The discussions with secured lenders are well advanced and will continue. Notwithstanding these negotiations and last week’s bond issuance, Vonovia’s disposal efforts across the various sales channels are also progressing, and proceeds from disposals can be deployed to delever further through bond buybacks across the full range of maturities.

This announcement does not constitute an invitation to participate in the tender offers referred to herein in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by to inform themselves about, and to observe, any such restrictions.

This announcement is not for distribution, directly or indirectly, in or into or to any person located or resident in the United States.

The tender offers referenced herein are not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the Invitation cannot be accepted by any such use, means, instrumentality or facility or from within the United States.

This announcement and the tender offers do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.

Nothing in this announcement constitutes an offer to buy or the invitation to offer to sell securities in Italy (except as set out in the relevant tender offer documentation), Belgium (except as set out in the relevant tender offer documentation), the Republic of France (except as set out in the relevant tender offer documentation) or any other jurisdiction in which such offer or solicitation would be unlawful.

The tender offer may only be communicated to persons in the United Kingdom in circumstances where section 21 (1) of the Financial Services and Markets Act 2000 does not apply.

This announcement is an advertisement. Any investment decision to purchase any new notes issued by Vonovia should be made solely on the basis of the information contained in the base prospectus relating to the debt issuance programme of Vonovia (as supplement) and the final terms relating to the new notes as published on the website of the Luxembourg Stock Exchange (bourse.lu).

The new notes issued by Vonovia are not being, and will not be, offered or sold in the United States. Nothing in this announcement constitutes an offer to sell or the solicitation of an offer to buy the new notes in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the "Securities Act"). The new notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).