UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form CB

 

 

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

(AMENDMENT NO. 1)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

 

Securities Act Rule 801 (Rights Offering)

¨     

Securities Act Rule 802 (Exchange Offer)

x     

Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)

¨     

Exchange Act Rule 14d-1(c) (Third Party Tender Offer)

¨     

Exchange Act Rule 14e-2(d) (Subject Company Response)

¨     

Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)

¨     

Note: Regulation S-T Rule 101(b)(8) only permits the filing or submission of a Form CB in paper by a party that is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

 

 

GSW Immobilien AG

(Name of Subject Company)

 

 

Not Applicable

(Translation of Subject Company’s Name into English (if applicable))

Federal Republic of Germany

(Jurisdiction of Subject Company’s Incorporation or Organization)

Deutsche Wohnen AG

(Name of Person(s) Furnishing Form)

Common Stock

(Title of Class of Subject Securities)

ISIN: DE000A0HN5C6

CUSIP: Not Applicable

(CUSIP Number of Class of Securities (if applicable))

Ulrike Hantschel

General Counsel

GSW Immobilien AG

Charlottenstrasse 4

10969 Berlin

Germany

Telephone: +49 (0) 30 2534 2004

(Name, Address (including zip code) and Telephone Number (including area code)

of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)

Copies to:

Dirk Sonnberg

Managing Director Legal/Compliance

Deutsche Wohnen AG

Mecklenburgische Strasse 57

14197 Berlin

Germany

Telephone: +49 (0) 30 89786 5450

September 4, 2014

(Date Exchange Offering Commenced)

PART I - INFORMATION SENT TO SECURITY HOLDERS

 

Item 1. Home Jurisdiction Documents

Exhibit No.

 

  A.

English translation of the compensatory offer ( Abfindungsangebot , the “Settlement Offer”) setting forth the terms and conditions of the offer by Deutsche Wohnen AG (“Deutsche Wohnen”) to acquire seven (7) shares of GSW Immobilien AG (“GSW”) held by third-party shareholders in exchange for three (3) shares of Deutsche Wohnen, in connection with the conclusion of a domination agreement ( Beherrschungsvertrag ) between Deutsche Wohnen and GSW.*

 

  B.

Securities prospectus of Deutsche Wohnen, dated September 3, 2014, relating to the Settlement Offer (the “Securities Prospectus”).*

 

*

Previously furnished to the Commission as part of Form CB on September 4, 2014.

 

Item 2. Informational Legends

The following legend has been included on a webpage required to be clicked through prior to accessing the Settlement Offer and the Securities Prospectus, which have been published on Deutsche Wohnen’s website in accordance with German legal requirements:

“ IMPORTANT NOTICE TO U.S. SHAREHOLDERS OF GSW IMMOBILIEN AG

The settlement offer described in the following documents will be made for the securities of Deutsche Wohnen AG (“Deutsche Wohnen”), a German company and is subject to German disclosure requirements, which are different from those of the United States. The financial information included in the German securities prospectus relating to the settlement offer has been prepared in accordance with accounting standards applicable in Germany and thus may not be comparable to financial information of United States companies.

It may be difficult for you to enforce your rights and any claim arising out of the U.S. federal securities laws, since Deutsche Wohnen is located in a foreign country, and some or all of their officers and directors may be residents of a foreign country. You may not be able to sue Deutsche Wohnen or its officers or directors in a foreign court for violations of the U.S. securities laws. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.”

 

2

PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

Exhibit No.

 

  C.

Ad Hoc release announcing the intention of Deutsche Wohnen AG and GSW Immobilien AG to enter into a domination agreement, dated March 7, 2014.*

 

  D.

Joint Report of the Management Board of GSW Immobilien AG and of the Management Board of Deutsche Wohnen AG on the Domination Agreement between GSW Immobilien AG and Deutsche Wohnen AG pursuant to Section 293a of the German Stock Corporation Act, dated April 30, 2014 (including the domination agreement (Beherrschungsvertrag) between Deutsche Wohnen AG, Frankfurt am Main, and GSW Immobilien AG, Berlin, dated April 30, 2014).*

 

  E.

The court-appointed contract auditor’s report on the examination of the appropriateness of the compensation (Section 304 AktG) and the settlement (Section 305 AktG) in the domination agreement between Deutsche Wohnen AG, Frankfurt am Main, and GSW Immobilien AG, Berlin, dated April 25, 2014.*

 

  F.

English translation of the publication in the German Federal Gazette (Bundesanzeiger) relating to the adjustment of the exchange ratio for minority shareholders of GSW Immobilien AG regarding the exchange of GSW Immobilien AG shares into Deutsche Wohnen AG shares, dated June 5, 2015.

 

  G.

English translation of the publication on Deutsche Wohnen’s website relating to the adjustment of the exchange ratio for minority shareholders of GSW Immobilien AG regarding the exchange of GSW Immobilien AG shares into Deutsche Wohnen AG shares, dated June 5, 2015.

 

*

Previously furnished to the Commission as part of Form CB on September 4, 2014.

PART III - CONSENT TO SERVICE OF PROCESS

A written irrevocable consent and power of attorney on Form F-X has been filed by Deutsche Wohnen with the Securities and Exchange Commission concurrently with the furnishing of this Form CB on September 4, 2014.

 

3

PART IV - SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

/s/ Andreas Segal

/s/ Lars Wittan

(Signature) (Signature)

Andreas Segal, Member of the

Management Board of

Deutsche Wohnen AG

Lars Wittan, Member of the

Management Board of

Deutsche Wohnen AG

(Name and Title) (Name and Title)

 

4

Exhibit F

 

LOGO

Deutsche Wohnen AG

Frankfurt am Main

Adjustment of the exchange ratio for minority shareholders of GSW Immobilien AG regarding the exchange of GSW Immobilien AG shares into Deutsche Wohnen AG shares

Berlin

- ISIN DE000GSW1111 -

On April 30, 2014, Deutsche Wohnen AG (the “ Company ” or “ Deutsche Wohnen AG ”), Frankfurt am Main, Germany, entered into a domination agreement (the “ Domination Agreement ”) with GSW Immobilien AG. This agreement was approved by the ordinary general meeting of Deutsche Wohnen AG on June 11, 2014 and by the ordinary general meeting of GSW Immobilien AG on June 18, 2014. Following the registration of the Domination Agreement with the commercial register of Charlottenburg in Berlin on September 4, 2014, the Domination Agreement entered into force.

In the Domination Agreement, Deutsche Wohnen AG undertook, upon request by a minority shareholder of GSW Immobilien AG, to acquire the shareholder’s shares in exchange for no-par value bearer shares in Deutsche Wohnen AG, each representing a notional value of EUR 1.00 in the share capital, at an exchange ratio of seven no-par value bearer shares of Deutsche Wohnen AG to three no-par value shares of GSW Immobilien AG. According to section 5 para. 4 of the Domination Agreement, in the event of a capital measure undertaken by Deutsche Wohnen AG or GSW Immobilien AG, the exchange ratio must be adjusted to the extent required by law.

On May 20, 2015 the management board of the Company, with the approval of the supervisory board of the Company of the same day, resolved to increase the registered share capital of the Company on the basis of the Authorized Capital 2014 by up to EUR 42,166,532 from EUR 294,259,979 to up to EUR 336,426,511 by issuing up to 42,166,532 new, ordinary bearer shares, each representing a notional value of EUR 1.00 in the registered share capital, with no par-value and carrying full dividend rights from and including the fiscal year starting January 1, 2015. The new shares were offered to the shareholders of the Company by the underwriting banks mentioned in the resolution at an exchange ratio of 7:1. On May 27, 2015 the management board, with the approval of the supervisory board of the Company of the same day, resolved to set a subscription price of EUR 21.50 for every ordinary bearer share with no-par value ( Stückaktie ) newly issued in connection with the subscription offer. On June 4, 2015 the management board of the Company set the number of new shares at 42,166,532 shares, thus resolving to increase the registered share capital by EUR 42,166,532.00 from EUR 294,259,979.00 to EUR 336,426,511.00. The supervisory board approved the management board’s resolution on June 4, 2015.

In accordance with the anti-dilution provision in section 5 para. 4 of the Domination Agreement between Deutsche Wohnen AG and GSW Immobilien AG, the implementation of the capital increase with subscription rights by Deutsche Wohnen AG leads to an adjustment of the exchange

ratio for Deutsche Wohnen AG shares that were issued after the day on which the subscription rights were granted. The dilution inherent in the capital measure depends, amongst others, on the subscription price and the number of subscribed shares.

On the basis of the determination of the subscription price on May 27, 2015 and the determination of the total number of shares issued in connection with the subscription offer and the private placement, the management board resolved on June 4, 2015, pursuant to section 4c para. 4 sentence 3 of the articles of association of Deutsche Wohnen AG, with the approval of the supervisory board of the same day, that the exchange ratio according to section 5 para. 1 of the Domination Agreement between Deutsche Wohnen AG and GSW Immobilien AG is set at 7.0790 no-par value shares of Deutsche Wohnen AG for 3 no-par value shares of GSW Immobilien AG. The exchange ratio was determined by analogous application of the adjustment mechanism set forth in the terms of the convertible bonds of Deutsche Wohnen AG for capital increases with subscription rights. Therefore, until presumably June 14, 2015 (inclusive) Deutsche Wohnen AG grants:

7.0790 ordinary bearer shares (no-par value shares of Deutsche Wohnen AG)

(with the ISIN DE000A14KDD3) for

3 no-par value shares of GSW Immobilien AG (ISIN DE000GSW1111).

The new shares of Deutsche Wohnen AG with the ISIN DE000A14KDD3 do not carry dividend rights for fiscal year 2014.

As of presumably June 15, 2015 (inclusive) Deutsche Wohnen AG grants:

7.0790 ordinary bearer shares (no-par value shares of Deutsche Wohnen AG)

(with the ISIN DE000A0HN5C6) for

3 no-par value shares of GSW Immobilien AG (ISIN DE000GSW1111).

As of presumably June 15, 2015 the existing shares of the Company will be listed without carrying dividend rights for fiscal year 2014. Therefore, presumably on June 15, 2015 the ISIN of the new shares will be amended, such that it will be the same as the ISIN of the existing shares of the Company (ISIN DE000A0HN5C6) and such that the new shares will be fully fungible with the existing shares of the Company. In addition, the new shares will be included in the existing listing of the bearer shares of the Company on the Frankfurt Stock Exchange ( Frankfurter Wertpapierbörse) (ISIN DE000A0HN5C6 / WKN A0HN5C).

Frankfurt am Main, in June 2015

Deutsche Wohnen AG

The Management Board

Important Notice

No action has been or will be taken outside the Federal Republic of Germany and the Grand Duchy of Luxembourg that would permit a public offering of the shares, or the distribution of a prospectus or any other offering material relating to such shares outside these jurisdictions except to the extent that such distribution is permitted under the laws of the relevant jurisdiction. The Acceptance of this

Settlement Offer outside of Germany may be subject to restrictions. Persons intending to accept the Settlement Offer outside of Germany are requested to obtain information on and comply with the relevant legal requirements outside of Germany.

Exhibit G

 

LOGO

Adjustment of the exchange ratio for minority shareholders of GSW Immobilien AG regarding the exchange of GSW Immobilien AG shares into Deutsche Wohnen AG shares

- ISIN DE000GSW1111 -

Frankfurt am Main and Berlin, 5 June 2015. As part of the capital increase by Deutsche Wohnen AG, publicly announced on 20 May 2015, with subscription rights for the existing shareholders, Deutsche Wohnen AG adjusts the exchange ratio of the settlement offer to GSW Immobilien AG shareholders, the adjustment being an anti-dilution measure in accordance with section 5 para. 4 of the domination agreement dated 30 April 2014. Deutsche Wohnen AG herewith announces that the exchange ratio was adjusted to 3 : 7.0790 (before: 3 : 7). This means that the settlement offer may be accepted for three shares of GSW Immobilien AG in exchange for 7.0790 new Deutsche Wohnen AG bearer shares with no-par value ( Stückaktien ).

About Deutsche Wohnen

Deutsche Wohnen is one of the largest publicly listed residential property companies in Germany and Europe with a business focus on managing and developing its portfolio, which focuses on residential properties. As at 31 March 2015 the portfolio comprised a total of 148,935 units, of which 146,850 are residential units and 2,085 commercial properties. Deutsche Wohnen is listed in the Deutsche Börse’s MDAX and is also included in the leading indices EPRA/NAREIT and GPR 100.

Important Notice

No action has been or will be taken outside the Federal Republic of Germany and the Grand Duchy of Luxembourg that would permit a public offering of the shares, or the distribution of a prospectus or any other offering material relating to such shares outside these jurisdictions except to the extent that such distribution is permitted under the laws of the relevant jurisdiction. The Acceptance of this Settlement Offer outside of Germany may be subject to restrictions. Persons intending to accept the Settlement Offer outside of Germany are requested to obtain information on and comply with the relevant legal requirements outside of Germany.