COVIVIO (EPA:COV) - Covivio Announces Start of Acceptance Period of Takeover and Delisting Offer for Godewind

Transparency directive : regulatory news

25/03/2020 19:15

PRESS RELEASE

Paris, 25th March, 2020

Covivio Announces Start of Acceptance Period of Takeover and Delisting Offer
for Godewind

* Offer document published following approval by BaFin

* Acceptance period runs four weeks from 25 March 2020 through 22 April 2020

* Offer is unconditional and Godewind Management Board agreed to file delisting
  application

* Offer and overall transaction have the full support of both Godewind's
  Management Board and Supervisory Board

* Covivio X-Tend AG already holds 44.12% of Godewind's shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

Today, Covivio X-Tend AG, a wholly-owned subsidiary of Covivio SA, published
the offer document which marks the commencement of the acceptance period of its
voluntary public takeover and delisting offer (the "Offer") for all shares in
Godewind Immobilien AG ("Godewind"). The offer document was approved by the
German Federal Financial Supervisory Authority (BaFin).

From today until 22 April 2020 (midnight CEST), Godewind shareholders may
tender their shares into the Offer for a consideration of EUR 6.40 per share in
cash. Godewind shareholders who wish to accept the offer should consult their
custodian bank or any other securities service company where their Godewind
shares are being held.

The Offer is not subject to any closing conditions and serves to permit the
delisting of Godewind shares. Covivio has already purchased a total stake of
44.12% prior to the start of the acceptance period. In addition, Covivio has
granted a put option over an additional 10.37% of Godewind's shares to existing
shareholders.

Godewind's Management Board and Supervisory Board fully endorse the Offer and
Godewind has undertaken to apply for the revocation of the admission to trading
of all Godewind shares on the regulated market (Prime Standard) of the
Frankfurt Stock Exchange, to be effective upon or shortly after the expiration
of the Offer's additional acceptance period.

The Offer is fully financed by existing resources of Covivio, i.e. EUR 900
million of available cash and EUR 1.7 billion of credit lines, including a
facility totalling EUR 500 million set up in early March in connection with the
Offer.

Operating in Germany since 2005 with a local team of currently 570 people,
Covivio has been historically active in Germany in the residential and hotel
sectors. Building on its European expertise especially in offices, Covivio
initiated an office activity in Germany in 2018. In addition to its existing
German offices portfolio and development projects mainly in Berlin, the
consummation of the Offer will enable Covivio to acquire a core portfolio of 10
offices buildings (290,000 m²) and located in Frankfurt (40% of the
portfolio), Düsseldorf (28%), Hamburg (24%) and Munich (8%). These 4 cities
are among the Top 10 biggest European office markets alongside Paris, Berlin
and Milan where Covivio is already active.

Important note:

This announcement is for information purposes only and does not present an
invitation to sell nor an offer to purchase securities of Godewind Immobilien
AG (the "Company"), but is a mandatory public announcement in accordance with
the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz - WpÜG) in the context of a voluntary public takeover offer
and delisting offer (the "Offer"). The final terms and further provisions
regarding the Offer are disclosed in the offer document that has been approved
for publication by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht). Shareholders, investors and
holders of securities of the Company are strongly encouraged to read the offer
document and all announcements in connection with the Offer as soon as they are
published as they contain or will contain important information.

The Offer will be made exclusively under the laws of the Federal Republic of
Germany, in particular under the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz - WpÜG) and the German Stock Exchange
Act (Börsengesetz - BörsG), and certain provisions of the securities laws of
the United States of America applicable to cross-border tender offers with a
limited U.S. shareholder base. The Offer will not be conducted according to the
provisions of jurisdictions other than those of the Federal Republic of Germany
or the United States of America (to the extent applicable). Thus, no
announcements, registrations, admissions or approvals for the Offer have been
filed, arranged for or granted outside of the Federal Republic of Germany.
Shareholders of, Investors in, and holders of, securities of the Company cannot
rely on having recourse to provisions for the protection of investors in any
jurisdiction other than the provisions of the Federal Republic of Germany or
the United States of America (to the extent applicable).

Subject to the exceptions described in the offer document, as well as any
exemptions that may be granted by the relevant regulators, a voluntary public
takeover offer or delisting offer will not be made, neither directly nor
indirectly, in jurisdictions where doing so would constitute a violation of the
laws of such jurisdiction.

To the extent permitted by applicable law, and in accordance with the market
practice in Germany, Covivio X-Tend AG ("the Bidder") or brokers acting on its
behalf may make purchases of, or enter into relevant agreements to purchase,
directly or indirectly, shares of the Company outside of the Offer, before,
during or after the acceptance period of the Offer. This shall apply equally to
other securities which grant a direct conversion or exchange right into, or an
option right for shares of the Company. These purchases can be executed on the
stock exchange at market prices or in negotiated transactions outside of the
stock exchange. Any information about such purchases will be disclosed as
required by the laws of the Federal Republic of Germany or any other relevant
jurisdiction.

To the extent any announcements in this document contain forward-looking
statements, such statements do not represent facts and are characterized by the
words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or
similar expressions. Such statements express the intentions, opinions or
current expectations and assumptions of the Bidder and the persons acting
together with the Bidder. Such forward-looking statements are based on current
plans, estimates and forecasts, which the Bidder and the persons acting
together with the Bidder have made to the best of their knowledge, but which
they do not claim to be correct in the future. Forward-looking statements are
subject to risks and uncertainties that are difficult to predict and usually
cannot be influenced by the Bidder or the persons acting together with the
Bidder. These expectations and forward- looking statements can turn out to be
incorrect and the actual events or consequences may differ materially from
those contained in or expressed by such forward-looking statements. The Bidder
and the persons acting together with the Bidder do not assume an obligation to
update the forward-looking statements with respect to the actual development or
incidents, basic conditions, assumptions or other factors.

CONTACTS

Press Relations

Géraldine Lemoine
Tél : + 33 (0)1 58 97 51 00
geraldine.lemoine@covivio.fr

Laetitia Baudon
Tél : + 33 (0)1 44 50 58 79
laetitia.baudon@shan.fr

Investor Relations

Paul Arkwright
Tél : + 33 (0)1 58 97 51 85
paul.arkwright@covivio.fr

Hugo Soussan
Tél : + 33 (0)1 58 97 51 54
hugo.soussan@covivio.fr

ABOUT COVIVIO

Thanks to its partnering history, its real estate expertise and its European
culture, Covivio is inventing today's user experience and designing tomorrow's
city.
A preferred real estate player at the European level, Covivio is close to its
end users, capturing their aspirations, combining work, travel, living, and
co-inventing vibrant spaces.

A benchmark in the European real estate market with 24 BnEUR in assets, Covivio
offers support to companies, hotel brands and territories in their pursuit for
attractiveness, transformation and responsible performance.
Build sustainable relationships and well-being, is the Covivio's Purpose who
expresses its role as a responsible real estate operator to all its
stakeholders: customers, shareholders and financial partners, internal teams,
local authorities but also to future generations and the planet. Furthermore,
its living, dynamic approach opens up exciting project and career prospects for
its teams.

Covivio's shares are listed in the Euronext Paris A compartment (FR0000064578 -
COV) and on the MTA market (Mercato Telematico Azionario) of the Milan stock
exchange, are admitted to trading on the SRD, and are included in the
composition of the MSCI, SBF 120, Euronext IEIF "SIIC France" and CAC Mid100
indices, in the "EPRA" and "GPR 250" benchmark European real estate indices,
EPRA BPRs Gold Awards (financial + Sustainability), CDP (A), Green Star GRESB
and in the ESG FTSE4 Good, DJSI World & Europe, Euronext Vigeo (World 120,
Eurozone 120, Europe 120 and France 20), Euronext(r) CDP Environment France EW,
Oekom, Ethibel, Sustainalytics and Gaïa ethical indices.
Covivio is rated BBB+/Stable outlook by Standard and Poor's.

Notations solicited:

Financial part:         BBB+ / Stable outlook by Standard and Poor's
Extra-financial part:   A1+ by Vigeo-Eiris

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