BUWOG AG Announces Capital Increase Through Issuance of New Shares

May 15, 2017

BUWOG AG, one of the leading residential real estate asset management and property development companies in Germany and Austria with a portfolio of 50,712 units, announced a capital increase through the issuance of up to 12,471,685 new shares. The new shares are being offered to existing shareholders for subscription at a ratio of one to eight (one new share for eight subscription rights) during the subscription period from May 18 to June 1. Any shares not subscribed for in the rights offering will be offered to institutional investors in private placements during the same period. The offer price for the new shares will be determined on the basis of a book-building procedure at the end of the subscription and placement period taking into consideration the price of BUWOG AG's shares on the Vienna stock exchange at the end of the subscription and placement period. If all of the new shares are issued, the gross proceeds of the offering will amount to €326 million, based on an assumed subscription and offer price of €26.12 (closing price of BUWOG AG's shares on the Vienna Stock Exchange on May 12).

BUWOG AG intends to use the net proceeds from the issuance of the new shares for purposes of financing further growth, particularly through acquisitions of land plots in Berlin, Hamburg and Vienna for the development of new units to be added to BUWOG AG's portfolio or to be sold in the real estate market, and for further acquisitions and general business purposes.

S&C is acting as U.S. and German counsel to the underwriters on this transaction, which include Deutsche Bank Aktiengesellschaft and Goldman Sachs International as joint global coordinators, and Joh. Berenberg, Gossler & Co. KG, Erste Group Bank AG, Kempen & Co N.V. and Société Générale Corporate & Investment Banking as additional joint bookrunners.

The S&C Frankfurt-based team was led by Krystian Czerniecki and Carsten Berrar, along with Clemens Rechberger and Philip Frerks. Tax advice was provided by Andrew Motten and Jeffrey Hochberg.