Response to Starwood Capital
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
Bochum/Malmö, 14 June 2018 – Vonovia SE has noted the statement from Starwood Capital that they now own 24.4% of all shares and 32.1% of all votes in Victoria Park. Starwood’s offer for Victoria Park was announced on 1 April 2018 and subsequently rejected by the Board of Victoria Park. It expired last week.
Vonovia announced a recommended offer for Victoria Park on 3 May 2018. Vonovia’s offer was recommended by the independent bid committee of Victoria Park and has the support of Victoria Park’s management. Vonovia offers a premium of 22.3% to the Net Asset Value of Victoria Park as of 31 March 2018 and a premium per class A and B share of 19.5% and 19.9% respectively to the last unaffected share price of Victoria Park as of 29 March 2018.
Vonovia has secured 37.31% of the voting rights in Victoria Park through irrevocable undertakings and call options from large shareholders of Victoria Park. Vonovia’s offer is conditional on obtaining more than 50% of Victoria Park’s voting rights. Victoria Park shareholders who wish the offer to succeed, and to capture the offered premium price are encouraged to tender their shares by June 18 at the latest. If Vonovia’s offer is successful, Vonovia will control over 50% of the voting rights in Victoria Park, with Starwood holding a further 32.1% of voting rights, resulting in a significantly reduced free float.
Please note that Vonovia and Starwood have no agreements in respect of Victoria Park or its governance.
Information about the offer
Information about the Offer is available at: http://en.vonovia-k.de/
For further information, please contact:
Rene Hoffmann Klaus Markus
+49 (0)234 314-1629 +49 (0)234 314-1149
rene.hoffmann@vonovia.de klaus.markus@vonovia.de
About Vonovia
Vonovia SE is Germany’s leading nationwide residential real estate company. Vonovia currently owns and manages around 394,000 residential units predominantly in Germany’s attractive cities and regions. Its portfolio is worth approximately € 38.5 billion. As a modern service company, Vonovia focuses on customer orientation and tenant satisfaction. Offering tenants affordable, attractive and livable homes is a prerequisite for the company’s successful development. Accordingly, Vonovia makes long-term investments in the maintenance, modernization and senior-friendly conversion of its properties. The company will also be creating more and more new apartments by realizing infill developments and adding to existing buildings.
The company, which is based in Bochum, has been listed on the stock exchange since 2013 and on the DAX 30 since September 2015. Vonovia SE is also listed on the international indices STOXX Europe 600, MSCI Germany, GPR 250 and EPRA/NAREIT Europe. Vonovia has a workforce of approximately 9.500 employees.
About Victoria Park
Victoria Park is a Swedish property company, which, through long-term management and social responsibility for more attractive living, creates value in an expanding property portfolio in growth districts in Sweden. As of 31 March 2018, Victoria Park’s property portfolio amounts to 1,083,000 square metres, comprising 13,725 flats, with a market value of SEK 16.2 billion. The shares in Victoria Park are listed for trading on Nasdaq Stockholm Mid Cap. Victoria Park is a limited liability company incorporated under the laws of Sweden, with corporate registration number 556695-0738.
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: Philippstrasse 3, 44803 Bochum, Germany
Important Information
The Offer referred to in this press release and as further described in the Offer document pursuant to Swedish law, is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law.
This press release is not being published in or distributed to or into and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country. Persons who receive this press release (including, without limitation, nominees, trustees and custodians) and are subject to the law of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. Deutsche Annington Acquisition Holding GmbH, to the fullest extent permitted by applicable law, disclaims any responsibility or liability for the violations of any such restrictions by any person. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being made and will not be made, directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or by use of mail or any other means or instrumentality of interstate or foreign commerce, or of any facilities of a national securities exchange, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or by persons located or resident in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, this press release and any documentation related to the Offer are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or to any Australian, Canadian, Hong Kong, Japanese, New Zealand or South African persons or any persons located or resident or with a registered address in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.
In connection with the Offer, an offer document has been filed with and published by the Swedish Financial Supervisory Authority. Shareholders of Victoria Park AB should read the offer document carefully, since it contains important information about the transaction. Shareholders of Victoria Park AB may obtain free copies of the offer document, any amendments or supplements thereto and other documents containing important information about the transaction, from Vonovia’s website (http://en.vonovia-k.de).
To the extent this press release contains forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Vonovia, for example with regard to the potential consequences of the Offer for Victoria Park AB, for those shareholders of Victoria Park AB who choose not to accept the Offer or for future financial results of Victoria Park AB. 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. 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.