DGAP-News: Hypo Real Estate Holding AG: Sale of Hypo Real Estate Holding AG's participation in Deutsche Pfandbriefbank AG

DGAP-News: Hypo Real Estate Holding AG / Schlagwort(e): Verkauf Hypo Real Estate Holding AG: Sale of Hypo Real Estate Holding AG's participation in Deutsche Pfandbriefbank AG

17.02.2015 / 14:24 

Sale of Hypo Real Estate Holding AG's participation in Deutsche Pfandbriefbank AG

Notice inviting expressions of interest

Hypo Real Estate Holding AG (HRE) holds directly 100 % of the registered share capital of Deutsche Pfandbriefbank AG ("pbb"). HRE intends to sell up to 100 % of the share capital in pbb in an open, transparent and non-discriminatory bidding process, in accordance with the European Commission's state aid decision (C 15/09 (ex N 196/09)) dated 18 July 2011, published in the Official Journal of the European Union L 60/1 of 1 March 2012. Parallel to this sale process, HRE is preparing an initial public offering of its participation as an alternative means of sale. HRE reserves the right, without advance notice and without giving reasons, to change or discontinue the sales process and/or the preparation of the initial public offering at any time.

pbb is a specialist bank for commercial real estate and public investment finance, based in Munich and incorporated under German law. pbb holds a leading market position in Europe with a focus on selected core markets: Germany, the United Kingdom, France, the Nordic region and individual countries in Central and Eastern Europe. It operates from a range of locations, including Munich and further German cities as well as London, Paris, Madrid and Stockholm. Its main funding instrument is the German covered bond "Pfandbrief". pbb is the largest Pfandbrief issuer by outstanding volume and ranked among the top 5 covered bond issuers by volume in Europe in 2013. Starting in 2010, after a phase of stabilisation, de-risking (including a substantial transfer of non-strategic positions to the winding up institution FMS Wertmanagement) and restructuring, pbb was successfully repositioned and established in the lending and funding markets. It has remained profitable since then and is well capitalised. pbb operates a fully-fledged banking platform with banking and Pfandbrief licenses.

As at 30 September 2014, pbb's strategic portfolios comprise a commercial real estate portfolio of around EUR 23.9 billion and a public investment finance portfolio of around EUR 9.1 billion (on an Exposure at Default (EaD) basis). pbb also holds a non-core, broadly matched-funded portfolio of around EUR 24.9 billion EaD which is in run down and matures by more than 40 % within the next 4-5 years. pbb's strategic portfolio is diversified geographically (with the regional exposure to Germany accounting for almost half of the portfolio) and across different product and client clusters. Around 95 % of the total portfolio is rated Investment Grade based on internal rating models. For further information regarding pbb please refer to pbb's corporate website at www.pfandbriefbank.com as well as to the annual and interim reports published.

The sole shareholder of HRE, the German Financial Market Stabilization Fund (Finanzmarktstabilisierungsfonds, "FMS"), holds a silent participation in pbb with a nominal amount of EUR 1 billion. FMS expects this amount to be reimbursed in total prior to the closing of the sales process or the initial public offering.

Except for representations and warranties which are customary for a share purchase agreement, neither HRE nor the FMS nor any other entity directly or indirectly linked to the Federal Republic of Germany aims for maintaining and/or providing existing and/or new guarantees or other support measures to the buyer and/or pbb after pbb's privatisation. In addition, it is intended that contractual obligations between pbb on the one hand and HRE, the FMS and/or other entities directly or indirectly linked to the Federal Republic of Germany, on the other hand, are terminated or at least reduced as much as possible.

HRE reserves the right to restrict the number of parties invited to participate in the sales process. In doing so, HRE will assess the expressions of interest based on whether the interested party (1) is able to present a proposal of the acquisition funding, (2) confirms that it is committed and capable to conclude the transaction by Q3 2015, (3) is reasonably capable of receiving all approvals by the relevant competition, regulatory and other authorities which are either strictly required and/or which should reasonably be obtained for the acquisition of pbb, including, but not limited to, the European Commission, the European Central Bank and the Deposit Protection Fund of the German Banking Association (Einlagensicherungsfonds des Bundesverbandes deutscher Banken), and (4) demonstrates that, following the closing of the transaction, the Federal Republic of Germany cannot directly or indirectly exercise sole or joint control within the meaning of Art. 3 of the EU Merger Regulation No. 139/2004 over the interested party.

HRE reserves the right to extend the deadline for the submission of expressions of interest and/or to amend the terms and/or the scope of the Transaction and/or to discontinue the sales process and/or to discontinue the initial public offering process, provided that HRE will at all times act in a way consistent with the principles of an open, transparent and non-discriminatory bidding process.

Citigroup Global Markets Deutschland AG (Citi) and Deutsche Bank AG (DB) are acting as Joint Financial Advisors to HRE in connection with this sales process, with Citi being the point of contact for the Transaction. Written statements of interest in participating in the sales process must be submitted by courier, telefax or email only to the contact persons stated below by no later than 12:00 noon (CET) on 27 February 2015.

Expressions of interest must be submitted in English. They must contain the interested party's name, address, the names of the responsible persons to be contacted with questions as well as the names of any mandated advisors. Expressions of interest on behalf of a third party (including agents and advisors) will be considered only if a proper power of representation is submitted in writing.

Following the receipt of written expressions of interest, interested investors, who meet the conditions specified above, will be required to sign a customary confidentiality agreement. Subsequently, they will be invited to take part in the further sales process.

Contact Details: Frank Vogel Managing Director Citigroup Global Markets Deutschland AG Reuterweg 16 60323 Frankfurt Germany Tel.: +49 69 1366 5659 Fax: + 49 69 5 8999 0583 E-Mail: frank1.vogel@citi.com

Sae-Won Hwang Director Citigroup Global Markets Deutschland AG Reuterweg 16 60323 Frankfurt Germany Tel.: +49 69 1366 5633 Fax: +49 69 2222 3330 E-Mail: saewon.hwang@citi.com

The distribution of this notice in certain jurisdictions may be restricted by law, and recipients should inform themselves about, and observe any applicable legal or regulatory requirements in relation to, the distribution or possession of this notice. Neither HRE, nor Citi, nor DB, nor their or their affiliates' respective directors, officers, employees, agents, nominees or advisors, accept any liability to any person in relation to the distribution or possession of this notice in any jurisdiction. This notice does not constitute an offer to sell or to subscribe for or purchase any securities by any person. This notice may not be used for, or in connection with, and does not constitute, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstance in which such offer or solicitation is not authorized or is unlawful. There will be no public offer of securities referred to in this notice in any jurisdiction in which such an offer or solicitation would be unlawful.

17.02.2015 Veröffentlichung einer Corporate News/Finanznachricht, übermittelt durch DGAP - ein Service der EQS Group AG. Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen. Medienarchiv unter http://www.dgap-medientreff.de und http://www.dgap.de

Sprache: Deutsch Unternehmen: Hypo Real Estate Holding AG Freisinger Strasse 5 85716 Unterschleissheim Deutschland Telefon: +49 (0)89 2880 28 201 Fax: +49 (0)89 2880 22 28 201 E-Mail: info@hyporealestate.com Internet: www.hyporealestate.com ISIN: DE0008027707 WKN: 802770 

Ende der Mitteilung DGAP News-Service --------------------------------------------------------------------- 324095 17.02.2015