Deutsche Wohnen SE - Предложение об обмене

АО "ФИНАМ" сообщает, что поступила информация от НРД НКО АО о корпоративном действии «Предложение об обмене»

Обновление от 12.05.2026:

Поступила дополнительная информация.
 

NOTE/NOTICE TO BE SENT BYPARTICIPANT

--------------- EVENT DETAILS -------------------
UPDATE 08/05/2026: EARLY EXECUTION DATE HAS BEEN ADDED
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END OF UPDATE
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UPDATE 30/04/2026: NEW INFORMATION HAS BEEN ANNOUNCED
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PLEASE NOTE THAT NO EXERCISE / EXCHANGE INSTRUCTIONS WILL BE
ACCEPTED DURING THE PERIOD FROM 08/05/2026, 17:00 CEST TO
21/05/2026, 24:00 CEST INCLUSIVE.
.
THIS TEMPORARY SUSPENSION IS FUE TO THE ANNUAL GENERAL MEETINGS
(AGM) AND DIVIDEND PROCESSING OF DEUTSCHE WOHNEN SE AND VONOVIA
SE.
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INSTRUCTIONS MAY BE SUBMITTED AFTER THE ABOVE PERIOD, SUBJECT TO
TERMS AND CONDITIONS OF THE OFFER.
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END OF UPDATE
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UPDATE 01/10/2025: REQUIREMENTS TO BE COMPLETED IN THE REVISED
DECLARATION FORM:
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. PAGE 1: THE FIRST LINE 'NAME, VORNAME' (I.E. NAME, FIRST NAME)
SHOULD NOT BE LEFT BLANK
. PAGE 1: THE SECOND LINE NAME, VORNAME (I.E. NAME, FIRST NAME) -
SHOULD ONLY BE FILLED IN IF: SEVERAL PERSONS ARE CUSTODY ACCOUNT
HOLDERS AT THE TIME OF THE EXCHANGE
. PAGE 4: NEEDS TO BE COMPLETED, STAMPED AND SIGNED, BY THE
UBO'S CUSTODIAN BANK.
IMPORTANT NOTE: NO SIGNATURE IS REQUIRED ON PAGE 4 FROM THE
SECURITIES OWNER (UBO) WHO IS A DIRECT EUROCLEAR BANK CLIENT
FOR ITS OWN 'PROPRIETARY' POSITION.
.
THE REVISED DECLARATION FORM HAS BEEN MADE AVAILABLE
.
LEGAL PROCEEDINGS STARTED.
FINAL DEADLINE: EARLIEST DATE IS TWO MONTHS AFTER END OF LEGAL
PROCEEDINGS, PUBLISHED IN FEDERAL GAZETTE.
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DEADLINE IN STRUCTURED FIELDS IS ONLY FOR TECHNICAL PURPOSES
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OFFER IS ONGOING AND VALID UNTIL FURTHER NOTICE.
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END OF UPDATE
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UPDATE 30/09/2025: NEW INFORMATION HAS BEEN PROVIDED
.
SHAREHOLDERS INITIATED RESCISSION PROCEEDINGS AS THEY FOUND THE
OFFER CONSIDERATION AND THE ANNUAL COMPENSATION PAYMENTS TO BE
INSUFFICIENT. THE ACCEPTANCE PERIOD WILL END TWO MONTHS AFTER THE
RULING ON THE LAST OPEN CLAIM HAS BEEN PUBLISHED IN THE
ELECTRONIC FEDERAL GAZETTE. THEREFORE THE OFFER WILL REMAIN OPEN
FOR ACCEPTANCE UNTIL FURTHER NOTICE.
.
REVISED DECLARATION FORM
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HOLDERS WHO WISH TO TENDER THEIR DEUTSCHE WOHNEN SHARES, NEED TO
COMPLETE AND SIGN A SLIGHTLY REVISED DECLARATION FORM (AVAILABLE
IN GERMAN ONLY) WHICH IS AVAILABLE FROM YOUR CSO. A NON-BINDING
ENGLISH COPNVENIENCE TRANSLATION IS ALSO AVAILABLE FROM YOUR CSO.
.
ALL OTHER DETAILS PREVIOUSLY ADVISED REMAIN THE SAME
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END OF UPDATE
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UPDATE 25/09/2025: BLOCKING FLAG HAS BEEN UPDATED
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END OF UPDATE
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UPDATE 02/09/2025: ENGLISH VERSION OF PAPER FORM HAS BEEN MADE
AVILABLE.
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PLEASE BE ADVISED THAT THIS IS A CONVENIENCE TRANSLATION FOR
INFORMATION PURPOSES ONLY. IT IS NOT LEGALLY BINDING AND MAY NOT
BE USED FOR EXECUTION. PLEASE ONLY COMPLETE, SIGN AND SUBMIT THE
GERMAN VERSION
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END OF UPDATE
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UPDATE 19/08/2025: ACTIONS TO BE TAKEN HAVE BEEN ANNOUNCED
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END OF UPDATE
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THIS EVENT REPLACES A CANELLED EVENT NUMBER 9649515
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ON 15/12/2024 VONOVIA SE, BOCHUM, GERMANY AND DEUTSCHE WOHNEN SE,
BERLIN, GERMANY, SIGNED A DOMINATION AND PROFIT TRANSFER
AGREEMENT. THE MEETING OF DEUTSCHE WOHNEN SE HELD ON 23/01/2025
APPROVED THE AGREEMENT. THIS AGREEMENT WAS RECORDED IN THE
REGISTER OF COMMERCE AND BECAME EFFECTIVE ON 01/08/2025. WITHIN
THE FRAMEWORK OF THIS AGREEMENT VONOVIA SE IS OBLIGED TO EXCHANGE
ANY TENDERING DEUTSCHE WOHNEN SE SHAREHOLDER UPON DEMAND DEUTSCHE
WOHNEN SE SHARES INTO VONOVIA SE SHARES
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OFFER CONSIDERATION: TO RECEIVE 0.795 VONOVIA SE SHARES (ISIN
DE000A1ML7J1 OR OTHER ISINS, IF, AT A LATER DATE, NEW SHARES ARE
CREATED) FOR 1 DEUTSCHE WOHNEN SHARE (ISIN DE000A0HN5C6)
TENDERED. ANY FRACTIONAL AMOUNTS RESULTING FROM THE EXCHANGE
RATIO WILL BE UTILIZED COMPULSORILY AND THE PROCEEDS WILL BE PAID
OUT IN CASH. THE NEW VONOVIA SHARES ARE DIVIDEND ENTITLED FROM
THE BUSINESS YEAR IN WHICH THEY ARE ISSUED
.
THE VONOVIA SE SHARES WILL BE CREATED THROUGH THE OFFER CAPITAL
INCREASE (AS DEFINED IN THE OFFER DOCUMENT)
.
SHAREHOLDERS MAY INITIATE RESCISSION PROCEEDINGS, AS THEY MIGHT
FIND THE EXCHANGE RATIO TO BE INSUFFICIENT. IF A COURT DECIDES
THAT THE EXCHANGE RATIO IS INAPPROPRIATE AND IT IS DECIDED THAT
HOLDERS WILL BE ENTITLED TO RECEIVE MORE SHARES, THEN THIS MAY
APPLY TO ALL FORMER SHAREHOLDERS WHO HAVE ALREADY ACCEPTED THE
TENDER OFFER. PLEASE NOTE THAT THERE IS NO GUARANTEE THAT A COURT
WILL DECIDE IN FAVOUR OF ANOTHER EXCHANGE RATIO.
.
PROVIDED THAT NO RESCISSION PROCEEDINGS ARE INITIATED AGAINST THE
DOMINATION AGREEMENT, THE ACCEPTANCE PERIOD WILL END TWO MONTHS
AFTER THE OFFICIAL PUBLICATION OF THE PURCHASE OFFER. IN CASE
RESCISSION PROCEEDINGS ARE INITIATED THE ACCEPTANCE PERIOD WILL
END TWO MONTHS AFTER THE RULING ON THE LAST OPEN CLAIM HAS BEEN
PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE. . SHOULD YOU ACCEPT
THE OFFER YOUR DEUTSCHE WOHNEN SE SHARES WILL BE BLOCKED AT A
RATIO OF 1:1.
.
YOU MAY NOT INSTRUCT ON PENDING TRADES AS THIS TENDER OFFER HAS
NO RESPITE PERIOD.
.
WITHDRAWAL RIGHT
.
THERE ARE NO WITHDRAWAL RIGHTS. INSTRUCTIONS, ONCE RECEIVED, ARE
IRREVOCABLE.
.
SETTLEMENT
.
THE SETTLEMENT WILL TAKE PLACE ON AN ONGOING BASIS, UPON RECEIPT
OF SHARES AND FUNDS FOR THE FRACTIONS. ON SETTLEMENT DATE, YOUR
BLOCKED SHARES WILL BE DEBITED FROM YOUR ACCOUNT AND YOU WILL
RECEIVE THE VONOVIA SHARES.
.
SHAREHOLDERS WHO DO NOT ACCEPT THIS OFFER WILL RECEIVE ANNUAL
COMPENSATION PAYMENTS AT AN EXPECTED GROSS RATE OF EUR 1.03 PER
BEARER SHARE. PLEASE NOTE THAT THE ANNUAL COMPENSATION PAYMENTS
ARE SUBJECT TO GERMAN WITHHOLDING TAX AND SOLIDARITY SURCHARGE.
THE FIRST COMPENSATION WILL BE GRANTED FOR THE BUSINESS YEAR IN
WHICH THE DOMINATION AND PROFIT TRANSFER AGREEMENT BECAME
EFFECTIVE AND WILL BE PAID AFTER THE GENERAL MEETING IN THE
FOLLOWING FINANCIAL YEAR. IN CASE THE AGREEMENT IS TERMINATED
DURING A BUSINESS YEAR OR THERE IS A SHORT FINANCIAL PERIOD FOR
THE DURATION OF THE AGREEMENT THE ANNUAL COMPENSATION PAYMENT
WILL BE REDUCED.
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TAX ADVICE HOLDERS ARE RECOMMENDED TO SEEK PROFESSIONAL ADVICE ON
THE TAX CONSEQUENCES OF THEIR ACCEPTANCE. THIS SHOULD TAKE INTO
ACCOUNT THE HOLDERS INDIVIDUAL SITUATION. . RESTRICTIONS THIS
OFFER IS SUBJECT TO GERMAN LEGISLATION ONLY. THE ACCEPTANCE OF
THIS OFFER OUTSIDE THE FEDERAL REPUBLIC OF GERMANY MAY BE SUBJECT
TO LEGAL RESTRICTIONS. PERSONS WHO COME INTO POSSESSION OF THE
OFFER DOCUMENT OUTSIDE OF THE FEDERAL REPUBLIC OF GERMANY OR WHO
WISH TO ACCEPT THE OFFER AND ARE SUBJECT TO APPLICABLE CAPITAL
MARKET OR SECURITIES LAWS AND REGULATIONS OTHER THAN THOSE OF THE
FEDERAL REPUBLIC OF GERMANY ARE REQUESTED TO SEEK INFORMATION
ABOUT AND COMPLY WITH SUCH CAPITAL MARKET OR SECURITIES LAWS AND
REGULATIONS.
.
CANADA, AUSTRALIA AND JAPAN THE OFFER DOCUMENT AND ANY DOCUMENTS
RELATED TO IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
CANADA, AUSTRALIA AND JAPAN.
.
UNITED STATES OF AMERICA THE OFFER MAY NOT BE PUBLISHED, DIRECTLY
OR INDIRECTLY, INTO THE USA. THIS IS NOT AN OFFER TO SELL
SECURITIES IN THE USA. THE SHARES REFERRED TO HEREIN ARE NOT, AND
WILL NOT, BE SUBJECT TO THE SECURITIES ACT OF 1933, AS AMENDED.
THE NEW SHARES MAY ONLY BE OFFERED OR SOLD SUBJECT TO AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
U.S. SECURITIES ACT. IN ADDITION, THIS OFFER DOES NOT CONSTITUTE
AN OFFER TO ACQUIRE OR EXCHANGE SECURITIES IN THE USA. THE OFFER
NEITHER IS SUBJECT TO THE RULES ON TAKEOVER BIDS NOR THE
REQUIREMENTS UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED. . BY INSTRUCTING, HOLDERS AUTOMATICALLY CONFIRM TO
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DEUTSCHE BANK THAT THEY COMPLY WITH THE RESTRICTIONS AND
CONDITIONS OF THE OFFER.
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THERE MAY BE COUNTRY SPECIFIC LEGAL, INVESTMENT / OTHER
RESTRICTIONS. IN

VESTORS SHOULD CONSULT THEIR ADVISERS / LAWYER /
BROKERS RE SUCH RESTRICTIONS.
.
WEBSITE
.
HTTPS://WWW.VONOVIA.COM/EN/INVESTORS/NEWS-AND-
PUBLICATIONS/INFORMATION-ON-DOMINATION-AND-PROFIT- AND LOSS
TRANSFER AGREEMENT DPLTA OR WWW.BUNDESANZEIGER.DE
.
BUYER PROTECTION INFORMATION:
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GUARANTEED PARTICIPATION DATE (GUPA) NOT COMMUNICATED TO
EUROCLEAR.
.
ELECTION TO COUNTERPARTY DEADLINE (ECPD) NOT COMMUNICATED TO
EUROCLEAR.
.
ELECTION TO COUNTERPARTY RESPONSE DEADLINE (ECRD) NOT
COMMUNICATED TO EUROCLEAR.
.
TO DOWNLOAD THE BUYER PROTECTION INSTRUCTION TEMPLATE, GO TO
MY.EUROCLEAR.COM AND ENTER 'BUYER PROTECTION INSTRUCTION' IN THE
KEYWORD SEARCH FIELD IN THE KNOWLEDGE BASE SECTION
.
.
THIS CORPORATE ACTION NOTIFICATION DOES NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY
ANYONE IN ANY JURISDICTION.
IT IS NOT, AND SHOULD NOT BE CONSTRUED OR TREATED AS, INVESTMENT
OR FINANCIAL ADVICE. IN PROVIDING THIS INFORMATION, EUROCLEAR
BANK IS NOT ACTING AS AGENT OF THE ISSUER.
BY SENDING AN INSTRUCTION TO EUROCLEAR BANK, YOU CONFIRM THAT YOU
(AND ANY BENEFICIAL OWNER(S) FOR WHOM YOU ACT) COMPLY WITH THE
TERMS AND CONDITIONS OF THE CORPORATE EVENT AND COMPLY WITH
APPLICABLE LOCAL LAWS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED
TO HOLDING AND TRANSFER RESTRICTIONS.
IF HOLDING AND TRANSFER RESTRICTIONS WOULD PROHIBIT YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) TO HOLD THE PROCEEDS OF A
CORPORATE EVENT IN YOUR ACCOUNT IN EUROCLEAR BANK, YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) MUST ENSURE TO SEND AN
INSTRUCTION TO ALLOW THE TRANSFER OF THESE PROCEEDS TO AN ACCOUNT
OUTSIDE THE EUROCLEAR SYSTEM.
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