EANS-Adhoc: S IMMO AG / exchange offer with cash alternative for S IMMO INVEST participating certificates

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ad-hoc disclosure 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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Capital measures
02.03.2015

S IMMO AG: Exchange offer with cash alternative for S IMMO INVEST
participating certificates

The Management Board of S IMMO AG (Bloomberg: SPI:AV, Reuters:
SIAG.VI; ISIN: AT0000652250, AT0000795737, AT0000630694,
AT0000A19SB5, AT0000A177D2) resolved today, with the authorization of
the Supervisory Board, that S IMMO AG will make a voluntary public
offer to the holders of the outstanding 1,130,681 S IMMO INVEST
participating certificates (ISIN: AT0000795737 and ISIN:
AT0000630694) to acquire their S IMMO INVEST participating
certificates either by exchanging them for a bond ("exchange offer")
or for a cash consideration ("cash-alternative"). The public offer
will be directed at the acquisition of up to 705,882 S IMMO INVEST
participating certificates (ISIN AT0000795737/AT0000630694),
corresponding to approximately 62.43 % of S IMMO's outstanding
participating certificates capital (partial offer). The offer will be
published after approval of the supervisory authorities responsible,
presumably in mid-March 2015.

On the basis of the intended partial offer, the recipients of the
offer will be able to either (i) exchange their participating
certificates for a 10-year fixed term bond with a fixed coupon of
3.25% p.a. and a denomination of EUR 500 at the exchange rate of EUR
85.00 ("exchange offer"), or (ii) sell their participating
certificates to S IMMO for a purchase price of EUR 85.00 per S IMMO
INVEST participating certificate ("cash-alternative"). The recipients
of the offer shall be able to choose a mixture of both offering
alternatives. Application for the listing of the bond offered in
exchange for participating certificates on the Second Regulated
Market of the Vienna Stock Exchange is planned.

This disclosure is a mandatory disclosure pursuant to section 48d
para 1 Stock Exchange Act (BörseG) and section 5 para 3 Takeover Act
(ÜbG). It serves promotional purposes in Austria and is a marketing
announcement in the meaning of the Securities Supervision Act (WAG)
and the Capital Markets Act (KMG), but does not constitute financial
analysis or advice relating to financial securities. It is neither a
recommendation nor an offer to sell or invitation to purchase
securities of S IMMO AG ("the Company").

The exchange offer with a cash alternative is made exclusively by
means and on the basis of the offer document approved by the Takeover
Commission and the base prospectus approved by the Financial Market
Authority (FMA) and published on 29 April 2014 including the annexes
thereto, together with the binding terms and conditions ("the
Prospectus"), which will be available free of charge from the
Company's offices at Friedrichstrasse 10, 1010 Vienna, during normal
business hours and on the issuer's website
(www.simmoag.at/umtaschangebot2015).

This announcement is addressed exclusively to persons legally
entitled to receive it. In particular, it is not addressed to U.S.
citizens or persons resident in the United States of America (USA),
the United Kingdom, Belgium, France or Italy. It is neither an offer
to purchase nor a public invitation to sell securities in Italy,
Belgium, France or any jurisdiction in which such an offer or
invitation would be contrary to the law. This announcement is not for
publication or distribution in the USA and may not be distributed to
U.S. persons or publications generally distributed in the USA nor be
published or distributed in any other country in which its
publication or distribution would be contrary to the law.

Further inquiry note:
Investor Relations:
Andreas J. Feuerstein
Phone: +43(0)50100-27556
Fax: +43(0)05100-927556
E-mail: andreas.feuerstein@simmoag.at
www.simmoag.at

Corporate Communications:
Bosko Skoko
Phone: +43(0)50100-27522
Fax: +43(0)05100-927522
E-mail: bosko.skoko@simmoag.at
www.simmoag.at

end of announcement euro adhoc
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issuer: S IMMO AG
Friedrichstraße 10
A-1010 Wien
phone: +43(0)50100-27550
FAX: +43(0)050100-927559
mail: office@simmoag.at
WWW: www.simmoag.at
sector: Real Estate
ISIN: AT0000652250
indexes: ATX Prime, IATX
stockmarkets: official market: Wien
language: English