Ad-hoc disclosure pursuant to section 15 of the German Securities Trading Act (WpHG)
DIC Asset AG / Key word(s): Capital Increase
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Ad-hoc disclosure pursuant to section 15 of the German Securities Trading Act (WpHG)
DIC Asset AG (WKN A1X3XX / ISIN DE000A1X3XX4) has resolved to acquire and integrate a majority stake (94 per cent) in the UNITE portfolio comprising 54 office and commercial properties with an aggregate portfolio market value of approximately EUR 481 million. DIC Asset AG also announced a combined capital increase. The acquisition of the portfolio will be conducted via a capital increase against contribution in kind of 6,206,068 shares. To optimise the portfolio financing, the Company will launch a 16,652,932 shares rights issue against cash contributions.
The acquisition of the UNITE portfolio will allow DIC Asset AG as part of the strategic roadmap to further optimise and diversify its real estate holdings. Going forward, it will enable the Company to markedly reduce its leverage level especially through property disposals without falling short of a minimum portfolio size that is viable from a capital and real estate market perspective. The Company plans to gradually reduce its leverage to a loan-to value (LTV) ratio of below 60 per cent by 2016. Factors that will contribute to this reduction over the next three years include, in particular, real estate disposals projected to amount to a total of approximately EUR 450 million from DIC Asset AG's entire portfolio, recurring income from the Company's existing portfolio and from further growth in its fund business, results from realised development projects and repayment of existing shareholder loans to a large extent.
With this, DIC Asset AG is continuing its strategy of focusing on direct investments in its Commercial Portfolio whilst reducing its joint venture exposure - following up on the acquisition of MSREF's stake in three joint venture portfolios in the end of 2011. The Company had held a 20 per cent stake in the UNITE portfolio since 2007, as part of its joint venture investments. At present, the UNITE portfolio volume would contribute additional annualised funds from operations (FFO) of around EUR 7 million. Using the issue proceeds from the rights issue against cash contributions, a long-term financing has been arranged and secured until 2019 and 2020 with a syndicate of German banks. The average maturity of DIC Asset AG's financial liabilities will be extended to 4.6 years upon completion of the transaction.
The UNITE portfolio, which is broadly diversified in terms of regions and tenants, generates annual rental income of around EUR 28 million. In terms of its structure and key performance figures, the portfolio is largely in line with DIC Asset AG's existing portfolio with lettings on a long-term basis (weighted average lease term of 5 years) and an occupancy rate of around 88 per cent. The portfolio is characterised by a high proportion of office properties (accounting for 73 per cent of rental income). 56 per cent of the market value comes from the leading German metropolitan office locations, properties in the Hamburg real estate market alone accounting for a third. Moreover, at 37 per cent, the public sector accounts for an above-average portion of rental income.
DIC Asset AG already acquired a 20 per cent stake in the portfolio in 2007, as a joint venture partner together with Deutsche Immobilien Chancen AG & Co. KGaA (30 per cent) and DIC Capital Partners (Germany) GmbH KG & Co. KGaA (50 per cent). Since then, the portfolio has been managed by the Company's internal asset and property manager DIC Onsite GmbH. The three parties have agreed upon an implied equity purchase price of EUR 46 million. This represents a discount of 30 per cent on the pro-rata net asset value (NAV) of the portfolio, which translates into an initial yield of 6.1 per cent based on gross rental income.
Capital increase and rights issue
The portfolio will be acquired via a capital increase against contribution in kind of approximately 6.2 million DIC Asset AG shares. This will be accompanied by a rights issue of approximately 16.7 million shares against cash contributions, in both cases partially exercising the authorised capital of EUR 22,859,000. The selling parties will receive shares in DIC Asset AG as consideration for their respective stake in the UNITE portfolio via a holding Company. They support the transaction by having agreed to hold these shares for a minimum lock-up period of twelve months and by remaining invested in the portfolio with 6 per cent in a tax-efficient structure. The 4-for-11 rights issue will have a subscription price of EUR 6.00 per share.
Deutsche Immobilien Chancen Group as largest shareholder of DIC Asset will continue to hold a minimum stake of at least around 33 per cent in DIC Asset AG following the transaction, and has declared to DIC Asset AG that it intends to continue holding this strategic investment in the long term. Deutsche Immobilien Chancen Group will participate in the rights issue by way of an 'opération blanche' (cash neutral disposal of the number of subscription rights required to exercise the remaining number of subscription rights based on the disposal proceeds).
The proceeds of the rights issue against cash contributions will largely be used to optimise the financial structure of the UNITE portfolio, but also for general corporate purposes.
The new shares from the capital increase against contribution in kind and the rights issue will carry full dividend rights for the financial year 2013. DIC Asset AG plans to have the new shares admitted to trading in the regulated market (Prime Standard) of the Frankfurt Stock Exchange as its existing shares.
Bankhaus Lampe and Commerzbank will act as Joint Global Coordinators for the transaction, as well as as Joint Bookrunners for the rights issue. The Joint Bookrunners agreed to underwrite the new shares at the subscription price of EUR 6.00, to offer them to the Company's shareholders for subscription and to place any new shares not subscribed for.
The acquisition of the UNITE portfolio will significantly enlarge DIC Asset AG's existing Commercial Portfolio, through the addition of 54 properties generating a significant FFO contribution and will also sharpen DIC Asset AG's profile as a direct commercial real estate investor.
Moreover, the acquisition will further significantly enhance the diversification of rental income, and of the portfolio's regional structure. At the same time, DIC Asset AG is seizing the opportunity to further simplify its corporate structure following the complete takeover of former three joint venture portfolios with MSREF in the end of 2011.
Projected timeline for the rights issue:
- Subscription period: 14-27 November 2013
- Subscription rights trading: 14-25 November 2013
- Inclusion of new shares from the capital increase against contribution in kind and the rights issue into the existing listing of DIC Asset AG at the Frankfurt Stock Exchange: 29 November 2013
For more information on DIC Asset AG, please visit www.dic-asset.de.
This publication represents neither an offer to sell nor an invitation to purchase or subscribe to securities. Such offer will take place solely through, and on the basis of, a securities prospectus to be published following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - 'BaFin'). Only the securities prospectus will contain the information to investors required by law. The securities prospectus will be made available on the issuer's website [www.dic-asset.de], from a date still to be determined, and will be available free of charge from the issuer during normal business hours.
This publication is not destined for distribution or dissemination in the United States of America, either directly or indirectly, or within the United States of America (including its territories and possessions, or any State of the United States of America or the District of Columbia) and may not be distributed or passed to 'U.S. persons' (as defined in Regulation S of the U.S. Securities Act of 1993, as amended from time to time (the 'Securities Act')), or to publications with a general distribution in the United States of America. This publication represents neither an offer nor an invitation to make an offer to purchase securities in the United States of America, neither is it part of such offer or invitation. The securities are not, and will not be, registered in accordance with the provisions of the Securities Act and may only be sold or offered for purchase in the United States of America subject to prior registration in accordance with the provisions of the Securities Act, as amended, or on the basis of an exemption if they have not previously been registered. The issuer does not intend to register the offer of shares - in full or in part - in the United States of America, or to carry out a public offer in the United States of America.
No prospectus was published or will be published in the United Kingdom for the securities to which this publication relates. Therefore, this publication exclusively addresses, and may only be distributed to 'qualified investors'. Qualified investors are those who have (i) professional experience in investment transactions as defined in Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order'); (ii) are high net worth entities as defined in Article 49(2)(a) to (d) of the Order; or (iii) whose circumstances correspond to other persons to whom the document may be legally transmitted (all these persons are identified collectively as 'relevant persons'). Furthermore, this publication is exclusively destined for those persons in EEA member states outside Germany who are qualified investors as defined by Article 2 (1) (e) of the Prospectus Directive (Directive 2003/71/EC, as amended) ('qualified investors'). Any investment or investment activity in connection with this publication is only accessible to, and will only be entered into with (i) relevant persons in the United Kingdom or (ii) qualified investors in EEA member states outside Germany. Any other persons who receive this publication within a member state of the EEA other than Germany should not refer to this publication, or act on the basis of it.
This publication is not an offer to purchase securities in Canada, Japan or Australia.
Immo von Homeyer
DIC Asset AG
Head of Investor Relations & Corporate Communications Tel +49 (0) 69 27 40 33 86
Fax +49 (0) 69 27 40 33 69
13.11.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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Company: DIC Asset AG
Eschersheimer Landstr. 223
Phone: +49 69 9454858-86
Fax: +49 69 9454858-99
ISIN: DE000A1X3XX4, DE000A1KQ1N3, DE000A1TNJ22 WKN: A1X3XX, A1KQ1N, A1TNJ2
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart
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