23 September 2010 / 07:13

Ad-hoc News

HAMBORNER REIT AG resolves upon capital increase though the issue of up to 11,350,000 new shares

HAMBORNER REIT AG  / Key word(s): Capital Increase/Corporate Action23.09.2010 09:13Dissemination of an Ad hoc announcement according to § 15 WpHG, transmittedby DGAP - a company of EquityStory AG.The issuer is solely responsible for the content of this announcement.---------------------------------------------------------------------------Ad hoc-Notification pursuant to Section 15 WpHGHAMBORNER REIT AG, Goethestrasse 45, 47166 Duisburg, September 23, 2010HAMBORNER REIT AG resolves upon capital increase though the issue of up to11,350,000 new sharesThe information contained herein is not for publication or distribution,directly or indirectly, in or into the United States of America, Canada,Japan or Australia.The Management Board of HAMBORNER REIT AG has resolved today with theconsent of the Supervisory Board to increase the share capital against cashcontributions with subscription rights for shareholders of the company. Theshare capital will be increased by making use of the authorized capitalsthrough the issue of up to 11,350,000 new, no par value, bearer sharesagainst cash contributions. The new shares will have a notional value ofEUR 1.00 each and carry full dividend rights from January 1, 2010. Thiscapital increase resolution is subject to an additional resolution of theManagement Board to be passed with consent of the Supervisory Board, inrespect of the offer price, the subscription price, the subscription ratioand the final number of issued shares. This additional resolution isexpected to be adopted on October 7, 2010.The net proceeds from the offer of the new shares are intended to be usedto strengthen HAMBORNER's capital base and financial soundness. The companyplans to use the proceeds from the offer to finance its further expansion.It is envisaged to provide financing for the acquisition of additionalproperties in accordance with the investment strategy as well as toincrease its strategic flexibility with respect to future acquisitions.Under the lead of WestLB AG as Sole Lead Manager and Sole Bookrunner, asyndicate of banks (Berenberg Bank and Kempen & Co N.V. as Co-Lead Manager)has agreed to subscribe and underwrite the new shares as well as to offerthem to the shareholders by way of indirect subscription rights inaccordance with the conditions of the subscription offer. The subscriptionoffer is expected to be published on October 11, 2010.All new shares shall be offered prior to the subscription period forpurchase in private placements in particular to institutional investors inGermany and in other countries in form of a bookbuilding procedure(pre-placement). This pre-placement is expected to start on October 4, 2010and is expected to end on October 7, 2010, 2 p.m. CET.The offer price at which the new shares will be sold to institutionalinvestors in the course of the pre-placement, the subscription price atwhich the new shares are to be offered to the shareholders by way ofindirect subscription rights as well as the final number of new shares tobe issued will be determined by a resolution of the Management Board withthe consent of the Supervisory Board and in coordination with the syndicateof banks after the bookbuilding process for the pre-placement. Thisresolution is expected be passed and published on October 7, 2010. Thesubscription and the offer price will be the same.For the purpose of the execution of the pre-placement HSH Real Estate AGand its affiliated companies as major shareholders of the company haveundertaken to assign and transfer their subscription rights to the newshares to WestLB AG, except for such subscription rights which suchshareholders may have waived upon request by the company necessary toensure a flat subscription ratio. WestLB AG will neither exercise nordispose of such subscription rights assigned to it. The settlement of thosenew shares which are attributable to subscription rights assigned by theshareholders and allotted to investors in the pre-placement will bedelivered to such investors presumably on October 13, 2010, thus, shortlyafter the end of the pre-placement and registration of the capital increasewith the commercial register. The remaining new shares will be deliveredafter the end of the subscription period, presumably on October 28, 2010.The commencement of trading of the new shares in the regulated market ofthe stock exchanges of Frankfurt, Berlin, Düsseldorf, Hamburg, Munich andStuttgart is expected to start on October 13, 2010.The subscription rights for the new shares are expected to be traded in theperiod from October 12, 2010 up to and including October 21, 2010 in theregulated market of the Frankfurt Stock Exchange.With respect to the further details of the offering and risks relating tothe offer reference is made to the prospectus required for the publicoffering and the admission to trading of new shares. The prospectus will bepublished inter alia on the website www.hamborner.de.HAMBORNER REIT AG - The Management BoardThis publication constitutes neither an offer to sell nor a solicitation tobuy or subscribe to securities. Any such offer will be made solely on thebasis of the Securities Prospectus to be published and registered with theGerman Financial Supervisory Authority (BaFin). The information legallyrequired to be provided to investors is contained only in the SecuritiesProspectus.The information contained herein is not for distribution, directly orindirectly, in or into the United States of America (including itsterritories and possessions or any State of the United States of America orthe District of Columbia) and must not be distributed to U.S. persons (asdefined in Regulation S under the U.S. Securities Act of 1933, as amended('Securities Act')) or publications with a general circulation in theUnited States of America. This publication does not constitute or form partof any offer or solicitation to purchase or subscribe for securities in theUnited States of America. The securities have not been and will not beregistered under the Securities Act and may not be offered or sold in theUnited States of America absent registration or an exemption fromregistration under the Securities Act, as amended. The Issuer does notintend to register any portion of the offering in the United States ofAmerica or to conduct a public offering of the Securities in the UnitedStates of America.The shares that are the subject of the offer are not being offered or soldto any person in the United Kingdom, other than to qualified investors asdefined in Section 86(7) of the Financial Services and Markets Act 2000,being persons falling within Article 2.1(E)(i), (ii) or (iii) of Directive2003/71/EC of the European Parliament and of the Council dated 4 November2003 (Prospective Directive), which includes legal entities which areregulated by the Financial Services Authority and entities which are not soregulated whose corporate purpose is solely to invest in securities and whoalso fall within the definition of 'Investment Professionals' in Article19(5) of the Financial Services and Markets Act 2000 (Financial Promotions)Order 2005 (the 'FPO') and high net worth entities falling within Article49(2)(a) to (d) of the FPO.This publication is not an offer of securities for sale in Canada, Japan orAustralia.Sybille AlbeserInvestor RelationsHAMBORNER REIT AGGoethestraße 4547166 DuisburgTelefon: +49 (0)203-54405-32Mail: s.albeser@hamborner.de23.09.2010 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.Media archive at www.dgap-medientreff.de and www.dgap.de--------------------------------------------------------------------------- Language:     EnglishCompany:      HAMBORNER REIT AG              Goethestraße 45              47166 Duisburg              DeutschlandPhone:        0203/54405-0Fax:          0203/54405-49E-mail:       info@hamborner.deInternet:     www.hamborner.deISIN:         DE0006013006WKN:          601300Listed:       Regulierter Markt in Frankfurt (Prime Standard), Hamburg,              München, Düsseldorf, Berlin, Stuttgart End of Announcement                             DGAP News-Service ---------------------------------------------------------------------------

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