Vonovia announces the outcome of its successful offer to the shareholders in Victoria Park
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.
PRESS RELEASE, 21 June 2018
On 3 May 2018, Vonovia SE, through its wholly-owned subsidiary Deutsche Annington Acquisition Holding GmbH (“Vonovia Acquisition Holding”), announced a recommended public cash offer to the shareholders of Victoria Park AB (publ) (“Victoria Park”) to tender all their shares in Victoria Park to Vonovia Acquisition Holding (the “Offer”) at a price of SEK 38.00 in cash for each Class A and Class B share and SEK 316.00 for each preference share.[1]
On 18 June 2018, Vonovia announced the preliminary outcome of the Offer, according to which all conditions for the Offer had been fulfilled. All acceptances have now been counted. As of 18 June 2018, which was the last day of the initial acceptance period of the Offer, Victoria Park shareholders holding an aggregate of 34,056,463 Class A shares, 97,962,486 Class B shares and 663,172 preference shares had accepted the Offer, which, together with the shares for which call options were issued, corresponds to approximately 63.8% of the total number of shares and 58.7% of the total number of voting rights in Victoria Park (on a fully diluted basis) (53.9% and 46.4% excluding the Call Option Shares).
As previously communicated, shareholders have issued call options to Vonovia Acquisition Holding under which Vonovia Acquisition Holding has a right, but not an obligation, during the period 15-29 May 2019 to acquire 10,235,198 Class A shares and 14,264,946 Class B shares in Victoria Park (the “Call Option Shares”). The Call Option Shares represent approximately 10.04% of the total number of shares and 12.35% of the total number of voting rights in Victoria Park (9.95% and 12.32% on a fully diluted basis).
Settlement in respect of Victoria Park shares duly tendered by 18 June 2018 is expected to occur on or around 28 June 2018. As communicated on 18 June 2018, Vonovia Acquisition Holding has extended the acceptance period until 17.00 (CET) on 3 July 2018 to give remaining shareholders in Victoria Park the possibility to accept the Offer. Settlement in respect of shares tendered during the extended acceptance period is expected to occur on or around 3 July 2018 for the shareholders accepting the Offer no later than on 25 June 2018 and on or around 11 July 2018 for the shareholders accepting the Offer after 25 June 2018.[2]
The offer document in Swedish and English versions and other information about the Offer are published on http://se.vonovia-k.de/ (information in Swedish), http://en.vonovia-k.de/ (information in English) ), http://de.vonovia-k.de/ (information in German) and on www.sebgroup.com/prospectuses.
The information provided herein was submitted for publication on 21 June 2018, 10.15 a.m. CET.
Information about the Offer
Information about the Offer is made available at: http://en.vonovia-k.de/.
For further information, please contact:
Rene Hoffmann Klaus Markus
Phone: +49 (0)234 314-1629 Phone: +49 (0)234 314-1149
E-mail: rene.hoffmann@vonovia.de E-mail: klaus.markus@vonovia.de
Brief description of Vonovia and Vonovia Acquisition Holding
Vonovia is Germany’s leading nationwide residential real estate company. Vonovia currently owns and manages around 394,000 residential units in attractive cities and regions predominantly across Germany and manages around 58,000 units for third parties. Its Real Estate portfolio is worth approximately EUR 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, Germany, has been listed on the stock exchange since 2013 and was included in the DAX 30 in September 2015. Vonovia is also included in the international indices STOXX Europe 600, MSCI Germany, GPR 250 and EPRA/NAREIT Europe. Vonovia currently has a workforce of approximately 9,500 employees. Further information about Vonovia is available at www.vonovia.de.
Vonovia Acquisition Holding is a wholly-owned subsidiary of Vonovia and is registered with the commercial register of the local court of Düsseldorf, Germany under registration no. HRB 56563. Vonovia Acquisition Holding is a holding company for various subsidiaries of the Vonovia group. Its business object is to acquire and hold assets and participations in other companies.
Brief description of 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.
Important information
The Offer, pursuant to the terms and conditions presented in the offer document, 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 and any related Offer documentation 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. Vonovia Acquisition Holding, 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 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 documents received in connection with the Offer to such persons. Vonovia Acquisition Holding will not deliver any consideration from the Offer into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported acceptance by a person located in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any agent, fiduciary or other intermediate acting on a non-discretionary basis for a principal giving instructions from within Australia, Canada, Hong Kong, Japan, New Zealand or South Africa will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not an Australian, Canadian, Hong Kong, Japanese, New Zealand or South African person, is not located in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa and is not participating in such Offer from Australia, Canada, Hong Kong, Japan, New Zealand or South Africa and that it is not acting on a non-discretionary basis for a principal that is an Australian, Canadian, Hong Kong, Japanese, New Zealand or South African person, that is located in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or that is giving an order to participate in such Offer from Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
Notwithstanding the foregoing, Vonovia Acquisition Holding reserves the right to permit the Offer to be accepted by persons not resident in Sweden if, in its sole discretion, Vonovia Acquisition Holding is satisfied that such transaction can be undertaken in compliance with applicable laws and regulations.
To the extent permissible under applicable law or regulation, Vonovia Acquisition Holding or its brokers may purchase, or conclude agreements to purchase, shares Victoria Park, directly or indirectly, outside of the scope of the Offer, before, during or after the period in which the Offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for Victoria Park shares, such as warrants. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Sweden.
This press release has been published in Swedish, English and German.
Barclays Bank PLC, acting through its Investment Bank (“Barclays”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Vonovia and no one else in connection with the Offer and will not be responsible to anyone other than Vonovia for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
J.P. Morgan Securities plc (“J.P. Morgan”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Vonovia and no one else in connection with the Offer and will not be responsible to anyone other than Vonovia for providing the protections afforded to clients of J.P. Morgan nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
Forward-looking information
To the extent this press release contains forward-looking statements, such statements do not represent facts and are characterised 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 Acquisition Holding, for example with regard to the potential consequences of the Offer for Victoria Park, for those shareholders of Victoria Park who choose not to accept the Offer or for future financial results of Victoria Park. Such forward-looking statements are based on current plans, estimates and forecasts which Vonovia Acquisition Holding 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 Acquisition Holding. 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.
[1] If Victoria Park pays dividends or makes any other distributions to shareholders, for which the record date occurs prior to the settlement of the Offer, the Offer Price will be reduced accordingly.
[2] See footnote 1. This applies, for example, to the dividend on the preference shares with record date on 29 June 2018.