EANS-Adhoc: GSW Immobilien AG launches convertible bond offering of approximately EUR 185 million

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ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
adhoc with the aim of a Europe-wide distribution. The issuer is solely
responsible for the content of this announcement.
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15.11.2012

Not for publication or distribution in the United States of America,
Australia, Canada or Japan, or in any other jurisdiction in which
offers or sales would be prohibited by applicable law. GSW Immobilien
AG launches convertible bond offering of approximately EUR 185
million Berlin, November 15, 2012 - The Management Board of GSW
Immobilien AG (ISIN: DE000GSW1111; WKN: GSW111) resolved today, with
the consent of the Supervisory Board, to launch the offering of
unsubordinated, unsecured convertible bonds of approximately EUR 185
million maturing in November 2019 (the "Convertible Bonds"). The
Convertible Bonds are convertible into up to approximately 5.1
million new ordinary bearer shares of GSW Immobilien AG. By issuing
the Convertible Bonds, GSW Immobilien AG intends to benefit from the
current favourable market environment for the financing of the
company's future growth and at the same time to further diversify the
funding sources and its investor base. Following the acquisition of
the 4,400 units in October this year and the already announced
envisaged purchase of further 3,000 apartments in Berlin, with
negotiations well advanced and which could be finalized in short
term, GSW Immobilien AG intends to continue its successful growth
strategy. The net offering proceeds of the issuance of the
Convertible Bonds shall ensure the required financial flexibility and
in particular be used for the financing of the acquisition of further
attractive property portfolios. The Convertible Bonds will be issued
and redeemed at 100% of their principal amount and will be offered
with an annual coupon between 2.0% and 2.5% and an initial conversion
premium between 20% and 25% above the reference price , through a
private placement solely to institutional investors outside the
United States of America, Canada, Australia and Japan. The
Convertible Bonds will have a 7 year maturity. Holders of the
Convertible Bonds will be entitled to require an early redemption of
the Convertible Bonds on the fifth anniversary, after the issue date,
at the principal amount together with accrued interest. The coupon
and the conversion premium are expected to be determined via an
accelerated bookbuilding process to take place today. The Convertible
Bonds are expected to be issued by GSW Immobilien AG on or about
November 20, 2012, and are intended to be listed on the Open Market
segment ("Freiverkehr") of the Frankfurt Stock Exchange after
execution of the transaction. The pre-emptive right of shareholders
of GSW Immobilien AG to subscribe to the Convertible Bonds was
excluded. GSW Immobilien AG will commit to a 90-day lock-up, subject
to certain exceptions. Deutsche Bank AG and Société Générale
Corporate & Investment Banking are acting as Joint Lead Managers and
Joint Bookrunners for the transaction.

1) The reference price will be equal to the volume-weighted average
price of GSW Immobilien AG's shares on XETRA between the opening of
trading on November 15, 2012 until the determination of the final
terms of the Convertible Bonds.

- End of ad hoc notification -

Additional information The shares of GSW Immobilien AG are admitted
to trading on the regulated market of Frankfurt Stock Exchange (Prime
Standard) as well as on the regulated market of the Berlin stock
exchange (ISIN: DE000GSW1111, WKN: GSW111) and are listed in the MDAX
index of Deutsche Börse.

Important notice Not for publication or distribution in the United
States of America, Australia, Canada or Japan, or in any other
jurisdiction in which offers or sales would be prohibited by
applicable law. This ad hoc notification is for information purposes
only and does not constitute or form part of, and should not be
construed as an offer or an invitation to sell, or issue or the
solicitation of any offer to buy or subscribe for, any securities. In
connection with this transaction there has not been, nor will there
be, any public offering of the Convertible Bonds. No prospectus will
be prepared in connection with the offering of the Convertible Bonds.
The Convertible Bonds may not be offered to the public in any
jurisdiction in circumstances which would require the Issuer of the
Convertible Bonds to prepare or register any prospectus or offering
document relating to the Convertible Bonds in such jurisdiction. The
distribution of this ad hoc notification and the offer and sale of
the Convertible Bonds in certain jurisdictions may be restricted by
law. Any persons reading this ad hoc notification should inform
themselves of and observe any such restrictions. This ad hoc
notification does not contain or constitute, an offer of, or the
solicitation of an offer to buy or subscribe for, securities to any
person in Australia, Canada, Japan, or the United States of America
(the "United States") or in any jurisdiction to whom or in which such
offer or solicitation is unlawful. The securities referred to herein
may not be offered or sold in the United States absent registration
under the U.S. Securities Act of 1933, as amended (the "Securities
Act") except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. The
securities referred to herein may not be offered or sold in
Australia, Canada or Japan or to, or for the account or benefit of,
any national, resident or citizen of Australia, Canada or Japan. The
offer and sale of the securities referred to herein has not been and
will not be registered under the Securities Act or under the
applicable securities laws of Australia, Canada or Japan. There will
be no public offer of the securities in the United States or anywhere
else. This ad hoc notification is an advertisement and not a
prospectus within the meaning of Directive 2003/71/EC of the European
Parliament and the Council of 4 November 2003 as implemented in each
member state of the European Economic Area (the "Prospectus
Directive"). With respect to the Member States of the European
Economic Area which have implemented the Prospectus Directive (the
"Relevant Members State"), no action has been undertaken or will be
undertaken to make an offer to the public of the Convertible Bonds
requiring a publication of a prospectus in any Relevant Member State.
As a result, the Convertible Bonds may only be offered in Relevant
Member States:

(a) to any legal entity which is a qualified investor as defined in the
Prospectus Directive;
(b) to fewer than 100 or, in Relevant Member States that have implemented
the relevant provision of the Prospectus Directive Amendment, 150 natural or
legal persons (other than qualified investors as defined in the Prospectus
Directive) subject to obtaining the prior consent of the relevant underwriter or
underwriters nominated by the Company for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus
Directive,

provided that none of the offers referred to in paragraphs (a) to (c)
above shall require the Company or any underwriter to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus
Directive. For the purposes of this paragraph, the notion of an
"offer to the public of Convertible Bonds" in each of the Relevant
Member States, means any communication, to individuals or legal
entities, in any form and by any means, of sufficient information on
the terms and conditions of the offering and on the Convertible Bonds
to be offered, thereby enabling an investor to decide to purchase or
subscribe for the Convertible Bonds, as the same may be varied in
that Member State by any measure implementing the Prospectus
Directive. This selling restriction is in addition to any other
selling restriction applicable in those Relevant Member States. This
communication does not constitute an offer of securities to the
public in the United Kingdom. Consequently, this communication is
directed only at (i) persons who are outside the United Kingdom or
(ii) qualified investors as defined in Section 86(7) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended from time to time (the "Order"), which includes legal
entities which are regulated by the Financial Service Authority and
entities which are not so regulated, but whose corporate purpose is
solely to invest in securities and who also fall within the
definition of "Investment Professionals" in Article 19(5) of the
Order and high net worth entities falling within Article 49(2)(a)-(d)
of the Order.

Further inquiry note:
René Bergmann
Tel.: +49 30 2534 1362
Fax: +49 30 2534 233 1960
E-Mail: rene.bergmann@gsw.de

end of announcement euro adhoc
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issuer: GSW Immobilien AG
Charlottenstr. 4
D-10969 Berlin
phone: +49 30 68 99 99 0
FAX: +49 30 68 99 99 999
mail: kundenservice@gsw.de
WWW: http://www.gsw.de
sector: Real Estate
ISIN: DE000GSW1111
indexes: MDAX
stockmarkets: regulated dealing: Berlin, regulated dealing/prime standard:
Frankfurt
language: English