DGAP-Adhoc

Deutsche Annington Immobilien SE: Public takeover offer by Deutsche Annington Immobilien SE for all outstanding shares in GAGFAH S.A.

Deutsche Annington Immobilien SE / Key word(s): Offer

01.12.2014 07:00

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Ad hoc Deutsche Annington Immobilien SE (English)

Subject: Takeover Offer

Combined cash/takeover offer, capital increase and financial measures in
connection with the announced public takeover offer by Deutsche Annington
Immobilien SE for all outstanding shares in GAGFAH S.A.; Business
combination agreement with GAGFAH S.A.

Public takeover offer by Deutsche Annington Immobilien SE for all
outstanding shares in GAGFAH S.A.

The management board and the supervisory board of Deutsche Annington
Immobilien SE have decided that Deutsche Annington Immobilien SE will
extend a voluntary public takeover offer (combined cash and exchange offer)
to the shareholders of GAGFAH S.A. relating to their no-par value
registered shares in GAGFAH S.A. with a nominal value of EUR 1.25 each (the
"GAGFAH Shares"). Deutsche Annington Immobilien SE intends, subject to the
final determination of the minimum price and the final terms in the offer
document as well as on the basis of GAGFAH S.A.'s current share capital, to
offer in exchange for 14 tendered GAGFAH S.A. Shares as consideration (i)
EUR 122.52 in cash ("Cash Consideration") as well as (ii) 5 new no-par
value registered shares of Deutsche Annington Immobilien SE with an
equivalent amount in share capital of Deutsche Annington Immobilien SE of
EUR 1.00 each (the "Deutsche Annington Shares") ("Share Consideration").
Based on the XETRA closing price (Frankfurt Stock Exchange) of the Deutsche
Annington Immobilien SE Shares as of November 28, 2014, the combined cash
and exchange offer values each GAGFAH Share with EUR 18.00, constituting a
premium of 16.1% to the XETRA closing price (Frankfurt Stock Exchange) of
the GAGFAH S.A. Shares as of November 28, 2014. Based on the weighted
average price of Deutsche Annington Shares during the past three months
prior to the announcement of the takeover offer, the equity of GAGFAH S.A.
was valued at EUR 17.50 per GAGFAH Share, thus Deutsche Annington
Immobilien SE offers a premium of 18.1 % of the weighted average price of
the GAGFAH Shares during the past three months prior to the announcement of
the takeover offer.

The takeover offer will be made in accordance with the conditions set forth