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GAGFAH S.A.: Notice to the Holders of the 1.50% Convertible Bonds due 20 May 2019 issued by GAGFAH S.A. (ISIN: DE000A1ZJD18, WKN: A1ZJD1)

DGAP-News: GAGFAH S.A. / Key word(s): Bond
GAGFAH S.A.: Notice to the Holders of the 1.50% Convertible Bonds due
20 May 2019 issued by GAGFAH S.A. (ISIN: DE000A1ZJD18, WKN: A1ZJD1)

19.12.2014 / 15:32

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Convenience translation of the binding notice in the German language into
the English language

Notice
to the Holders of the
1.50% Convertible Bonds due 20 May 2019
issued by GAGFAH S.A.
(ISIN: DE000A1ZJD18, WKN: A1ZJD1)

GAGFAH S.A. (GAGFAH) hereby gives notice in accordance with the terms and
conditions (the Terms and Conditions) of the 1.50% convertible bonds due 20
May 2019 (ISIN: DE000A1ZJD18, WKN: A1ZJD1) issued by it (the Convertible
Bonds) that Deutsche Annington Immobilien SE (the Bidder) on 19 December
2014 published a voluntary public takeover offer to the shareholders of
GAGFAH to acquire all registered shares in GAGFAH with a nominal value of
EUR 1.25 each against payment of an amount of EUR 122.52 in cash and an
additional consideration of 5 no-par value registered shares of the Bidder
for each 14 no-par value shares in GAGFAH tendered (the Takeover Offer).
The Takeover Offer can be accepted until 21 January 2015, 24:00 hrs
(Central European Time) (the Acceptance Period). In addition, the Takeover
Offer can be accepted during an additional acceptance period under certain
circumstances, especially if the closing condition that the minimum
acceptance threshold of 57% must be exceeded has been fulfilled upon
expiration of the Acceptance Period, unless such closing condition has been
waived or reduced (the Additional Acceptance Period). The Additional
Acceptance Period is expected to begin on 27 January 2015 and to end on 10
February 2015, 24:00 hrs (Central European Time). GAGFAH points out that it
cannot assess whether there will be an Additional Acceptance Period and
when such Additional Acceptance Period will begin.

If, due to the Takeover Offer, a change of control pursuant to § 11 (f) of
the Terms and Conditions occurs, the holders of the Convertible Bonds (the
Bondholders) may either demand the early redemption of their Convertible
Bonds or exercise their conversion rights on the basis of the adjusted
conversion price. Upon occurrence of a change of control, GAGFAH will give
notice to the Bondholders of the occurrence of such change of control, the
adjusted conversion price and the effective date, as set forth in the Terms
and Conditions. GAGFAH cannot provide any details as to whether and when a