Jul 3, 20233 min read

Vonovia SE and Vonovia Finance B.V. - Tender Offer (Fixed & MDA) - Launch (DE)

Vonovia SE and Vonovia Finance B.V. announce cash tender offer in respect of several series of outstanding notes due 2024, 2025, 2026, 2028, 2030 and 2032 issued by Vonovia SE and Vonovia Finance B.V.

03 JULY 2023

Full announcement including disclaimers and offer restrictions available via Luxse (Source: Vonovia SE and Vonovia Finance B.V.)

"Vonovia Finance B.V. ("Vonovia Finance") announces today an invitation to eligible holders of its outstanding

(i) EUR 500,000,000 0.75% notes due 15 January 2024 (ISIN: DE000A19UR61) (the "January 2024 Notes"),

(ii) EUR 500,000,000 1.625% notes due 7 April 2024 (ISIN: DE000A28VQC4) (the "April 2024 Notes"),

(iii) EUR 1,000,000,000 1.25% notes due 6 December 2024 (ISIN: DE000A189ZX0) (the "December 2024 Notes"),

(iv) EUR 500,000,000 1.50% notes due 31 March 2025 (ISIN: DE000A1ZY989) (the "March 2025 Notes"),

(v) EUR 500,000,000 1.80% notes due 29 June 2025 (ISIN: DE000A2RWZZ6) (the "June 2025 Notes"),

(vi) EUR 500,000,000 1.125% notes due 8 September 2025 (ISIN: DE000A19NS93) (the "September 2025 Notes"),

(vii) EUR 700,000,000 1.50% notes due 22 March 2026 (ISIN: DE000A19X8A4) (the "March 2026 Notes"),

(viii) EUR 500,000,000 1.50% notes due 10 June 2026 (ISIN: DE000A182VT2) (the "June 2026 Notes"),

(ix) EUR 750,000,000 0.625% notes due 9 July 2026 (ISIN: DE000A28ZQP7) (the "July 2026 Notes"),

(x) EUR 500,000,000 1.50% notes due 14 January 2028 (ISIN: DE000A19UR79) (the "January 2028 Notes"),

(xi) EUR 500,000,000 2.125% notes due 22 March 2030 (ISIN: DE000A19X8B2) (the "March 2030 Notes"),

(xii) EUR 500,000,000 2.25% notes due 7 April 2030 (ISIN: DE000A28VQD2) (the "April 2030 Notes") or

(xiii) EUR 750,000,000 1.00% notes due 9 July 2030 (ISIN: DE000A28ZQQ5) (the "July 2030 Notes")

(together, the "Vonovia Finance Notes")

to tender their Vonovia Finance Notes for purchase by Vonovia Finance for cash (together, the "Vonovia Finance Offers").

Vonovia SE ("Vonovia SE" and together with Vonovia Finance, the "Purchasers") announces today an invitation to eligible holders of its outstanding

(i) EUR 850,000,000 1.375% notes due 28 January 2026 (ISIN: DE000A3MQS56) (the "January 2026 Notes"),

(ii) EUR 800,000,000 1.875% notes due 28 June 2028 (ISIN: DE000A3MQS64) (the "June 2028 Notes"),

(iii) EUR 850,000,000 2.375% notes due 25 March 2032 (ISIN: DE000A3MQS72) (the "March 2032 Notes"), and

(iv) EUR 1,250,000,000 0.75% notes due 1 September 2032 (ISIN: DE000A3MP4V7) (the "September 2032 Notes")

(together, the "Vonovia SE Notes", the Vonovia Finance Notes together with the Vonovia SE Notes, the "Notes") to tender their Vonovia SE Notes for purchase by Vonovia SE for cash (together, the "Vonovia SE Offers" and the Vonovia SE Offers together with the Vonovia Finance Offers, the "Offers" and each such invitation, an "Offer")

The total amount payable by the Purchasers for all of the Notes accepted for purchase pursuant to the Offers, upon the terms and subject to the conditions set out in the Tender Offer Memorandum (as defined below), shall not exceed EUR 1,000,000,000 (including Accrued Interest payable in respect of such Notes) (the "Total Funds Available"). The Purchasers reserve the right, in their sole discretion and for any reason, to increase or decrease the Total Funds Available and/or to accept offers to sell in respect of Notes such that the Total Amount Payable by the Purchasers is less or more than the Total Funds Available (or not to accept any Notes) for purchase pursuant to the Offers.

For the avoidance of doubt, the Total Funds Available apply to both the Vonovia Finance Offers and the Vonovia SE Offers and therefore limits the combined aggregate principal amount of Notes repurchased under both Offers.

The Purchasers are under no obligation to accept for purchase any Notes tendered pursuant to the Offers and the Purchasers will determine the allocation of the Total Funds Available between the Vonovia Finance Offers and the Vonovia SE Offers and the aggregate principal amount accepted for purchase for Series (each a "Series Acceptance Amount") in their sole and absolute discretion and reserve the right to accept significantly more or less (or none) of the Notes of any Series as compared to the other Series.".

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"Summary of the Offers