DGAP-News: GAGFAH S.A. / Key word(s): Issue of Debt GAGFAH S.A.: Successful placement of EUR 375 million Convertible Bonds due 2019 13.05.2014 / 16:19 --------------------------------------------------------------------- NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW. This announcement is an advertisement and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan, South Africa or Australia or any jurisdiction in which offers or sales of the securities would be prohibited by applicable law. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Successful Placement of EUR 375 million 5-year Convertible Bonds GAGFAH S.A. / Key Word(s): Convertible Bonds Placement 13 May 2014 / 4:20 p.m. Press Release: 13 May 2014 GAGFAH S.A. 2-4, rue Beck L-1222 Luxembourg ISIN: LU0269583422 Frankfurt Stock Exchange (Ticker Symbol: GFJ) Regulated Market (Prime Standard) Successful placement of EUR 375 million Convertible Bonds due 2019 - 5-year Convertible Bonds with 1.50% coupon to diversify funding sources - Conversion price of EUR 15.50 - Allows GAGFAH to refinance upcoming maturities - The Convertible Bonds will extend the debt maturity profile and further reduce its financing costs Luxembourg, 13 May 2014 - GAGFAH S.A. ("GAGFAH") announces the successful placement of senior unsecured convertible bonds due 2019 (the "Bonds") in an aggregate nominal amount of EUR 375 million under exclusion of shareholders' pre-emptive rights. The Bonds are convertible into initially approx. 24.2 million ordinary registered shares of GAGFAH, representing approx. 11.2% of the current outstanding share capital of GAGFAH. With this transaction, GAGFAH diversifies, within its securitization object, its sources of funding and in accordance therewith uses the proceeds from the offering to address upcoming debt maturities and general corporate purposes. The Bonds will extend GAGFAH's current debt maturity profile, further reduce its cash interest costs and are accretive to GAGFAH's funds from operations. Following today's bookbuilding process, the coupon has been set at 1.50% per annum, payable semi-annually in arrear, and the initial conversion premium has been fixed at 30% above the reference share price of EUR 11.9211, corresponding to an initial conversion price of EUR 15.50. The Bonds will have a maturity of 5 years and will be issued and redeemed at 100% of their principal amount. Settlement is expected on 20 May 2014. GAGFAH will have the option to redeem all of the Bonds at their principal amount plus accrued interest on or after 20 June 2017, in accordance with the terms and conditions of the Bonds, if the value of the underlying Shares exceeds 130% of the Bonds' principal amount over a specified period. In the event of the exercise of their conversion right, bondholders may receive an amount in cash and an amount payable in new and/or existing shares of GAGFAH. In any case GAGFAH has the option to deliver new and/or existing shares only. GAGFAH intends to procure the Bonds' inclusion on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange, and such trading is expected to commence within one month of their issue. Gerald Klinck, GAGFAH CFO said: "We are very pleased that we have been able to issue the Bonds on highly favorable terms for GAGFAH. The proceeds will enable us to refinance the Malibu portfolio ahead of maturity with unsecured debt. The unencumbered assets of Malibu give us headroom for further financial flexibility." Restrictions exist on the offer, sale and delivery of the Bonds, inter alia, in the US, and the United Kingdom. The Bonds were offered as a private placement only to institutional investors outside the US, Australia, Canada and Japan. Standard selling restrictions applied elsewhere. GAGFAH has committed to a 90-day lock-up, subject to certain customary exceptions. Barclays and BofA Merrill Lynch are acting as Joint Bookrunners and Lead Managers for the placement of the Bonds and Mediobanca is acting as Passive Bookrunner. Contact GAGFAH S.A. Investor Relations Rene Hoffmann 2-4, rue Beck L-1222 Luxembourg Tel.: +352 266 366 21 [email protected] www.gagfah.com R.C.S. Luxembourg B 109.526 Media Dirk T. Schmitt +49 175 721 4836 [email protected] 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 22 March 2004. The core business of GAGFAH S.A.'s operating subsidiaries is the ownership and management of a residential property portfolio located in Germany. GAGFAH is a leading owner and operator of residential real estate in Germany. Our portfolio includes about 143,000 own residential units that are mostly located in the large German cities and their respective commuter belts. We believe that our size, our significant presence in the key residential markets and our scalable operating platform make us one of the leading providers of affordable housing for low- to medium- income households in Germany. Our operating subsidiaries are full-scale service providers for a broad range of property and facility management services. Our objective is to generate shareholder value through sustainable and growing cash flows, increasing net asset value and sustainable dividends by efficiently managing our portfolio, carrying out value-enhancing property investments, pursuing accretive growth opportunities, and realizing value through selected asset sales. End of Corporate News Disclaimer The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require GAGFAH, Barclays Bank Plc, Merrill Lynch International, Mediobanca - Banca Di Credito Finanziario S.P.A. - or any of their respective affiliates, or any person acting on behalf of it or them, to prepare or register any prospectus or offering document relating to the securities referred to herein in such jurisdiction. This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the laws of any state within the United States or under the applicable securities laws of Australia, Canada, South Africa or Japan, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the securities referred to herein in the United States, Australia, Canada, South Africa or Japan. The offer referred to herein when made in member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "relevant member state"), is only addressed to and directed at persons who are "qualified investors" as defined in the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a relevant member state), and includes any relevant implementing measure in the relevant member state and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In the United Kingdom, this announcement is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect GAGFAH's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to GAGFAH's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made. Each of Barclays Bank Plc, Merrill Lynch International, Mediobanca - Banca Di Credito Finanziario S.P.A. -, GAGFAH and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. The date of admission of the convertible bonds and the shares issued upon conversion to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on GAGFAH's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amounts invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the convertible bonds offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the convertible bonds offering for the person concerned. Barclays Bank Plc and Merrill Lynch International (which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority) and Mediobanca - Banca Di Credito Finanziario S.P.A. - are acting exclusively for GAGFAH and no-one else in connection with the offering of the securities referred to herein. They will not regard any other person as their respective clients in relation to such offering and will not be responsible to anyone other than GAGFAH for providing the protections afforded to their respective clients, or for providing advice in relation to such securities, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the offering of the securities referred to herein, Barclays Bank Plc, Merrill Lynch International and Mediobanca - Banca Di Credito Finanziario S.P.A. - and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase convertible bonds of GAGFAH and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of GAGFAH or any related investments and may offer or sell such securities or other investments otherwise than in connection with the offering of the securities referred to herein. Barclays Bank Plc, Merrill Lynch International and Mediobanca - Banca Di Credito Finanziario S.P.A. - 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 Barclays Bank Plc, Merrill Lynch International, Mediobanca - Banca Di Credito Finanziario S.P.A. - 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 GAGFAH, 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. End of Corporate News --------------------------------------------------------------------- 13.05.2014 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group 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 --------------------------------------------------------------------- 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: [email protected] Internet: www.gagfah.com ISIN: LU0269583422, LU0269583422 WKN: A0LBDT Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of News DGAP News-Service --------------------------------------------------------------------- 268176 13.05.2014