EANS-News: GSW Immobilien AG successfully places EUR 182.9 million convertible bonds

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Berlin (euro adhoc) - Not for publication or distribution in the
United States of America, Australia, Canada or Japan, or in any other
jurisdiction in which offers or sales would be prohibited by
applicable law.

GSW Immobilien AG successfully places EUR 182.9 million convertible
bonds * Annual coupon of 2.0% * 7 year maturity * Initial conversion
premium fixed at 22.5% above the reference price of EUR 29.555 *
Net offering proceeds to be used for the financing of the acquisition
of further property portfolios

Berlin, November 15, 2012 - GSW Immobilien AG (ISIN: DE000GSW1111;
WKN: GSW111) announces the successful issuance of unsubordinated,
unsecured convertible bonds, due November 2019, for an aggregate
nominal amount of EUR 182.9 million (the "Convertible Bonds"). The
Convertible Bonds are convertible into approximately 5.1 million new
ordinary bearer shares of GSW Immobilien AG. By issuing the
Convertible Bonds, GSW Immobilien AG has benefited from the current
favourable market environment for the financing of the company's
future growth and at the same time has further diversified the
funding sources and its investor base. Following the acquisition of
the 4,400 units in October this year and the already announced
envisaged purchase of further 3,000 apartments in Berlin, with
negotiations well advanced and which could be finalized in short
term, GSW Immobilien AG intends to continue its successful growth
strategy. The net offering proceeds of the issuance of the
Convertible Bonds shall ensure the required financial flexibility and
in particular be used for the financing of the acquisition of further
attractive property portfolios. CFO Andreas Segal explains the
advantages of convertible bonds: "An active financial management is
becoming increasingly important in order to keep the borrowing costs
to a minimum and at the same time to ensure a high level of
flexibility for the financing of new investments. Alternative
financing instruments such as convertible bonds therefore help GSW
Immobilien AG to raise liquidity and optimize borrowing costs. The
successful placement of the convertible bond within just a few hours
is a proof of confidence in GSW Immobilien AG." The Convertible Bonds
will be issued and redeemed at 100% of their principal amount. The
annual coupon was set at 2.0% and the initial conversion premium was
fixed at 22.5% above the reference price of EUR 29.555 by means of an
accelerated bookbuilding process. The initial conversion price thus
amounts to EUR 36.205. The Convertible Bonds were offered through a
private placement solely to institutional investors outside the
United States of America, Canada, Australia and Japan. The
Convertible Bonds will be issued by GSW Immobilien AG on November 20,
2012, and are intended to be listed on the Open Market segment
("Freiverkehr") of the Frankfurt Stock Exchange. The pre-emptive
right of shareholders of GSW Immobilien AG to subscribe to the
Convertible Bonds was excluded. Deutsche Bank AG and Société Générale
Corporate & Investment Banking have acted as Joint Bookrunners and
Joint Lead Managers for the transaction.

Additional information The shares of GSW Immobilien AG are admitted
to trading on the regulated market of Frankfurt Stock Exchange (Prime
Standard) as well as on the regulated market of the Berlin stock
exchange (ISIN: DE000GSW1111, WKN: GSW111) and are listed in the MDAX
index of Deutsche Börse.

Contacts
GSW Immobilien AG
Charlottenstraße 4, D-10969 Berlin

Press Investor Relations
Thomas Rücker Sebastian Jacob
E-Mail: {thomas.ruecker@gsw.de} E-Mail: sebastian.jacob@gsw.de
Tel.:+49.(0)30.25 34-13 32 Tel.: +49.(0)30.25 34-18 82
Fax: +49.(0)30.25 34-19 34 Fax: +49.(0)30.25 34- 233 1960

About GSW

GSW Immobilien AG is a leading privately-owned residential real
estate company operating in Berlin, with a portfolio of approximately
52,100 apartments. GSW's strategy focuses on the long-term rental
management of residential property via a systematic approach, which
aims to increase customer satisfaction and operational efficiency. As
of December 31, 2011, the Company's property portfolio was valued at
approximately EUR 2.9 billion. Since then, GSW has acquired
approximately 4.400 apartments with a combined value of approximately
EUR200 million. Important notice Not for publication or distribution
in the United States of America, Australia, Canada or Japan, or in
any other jurisdiction in which offers or sales would be prohibited
by applicable law. This press release is for information purposes
only and does not constitute or form part of, and should not be
construed as an offer or an invitation to sell, or issue or the
solicitation of any offer to buy or subscribe for, any securities. In
connection with this transaction there has not been, nor will there
be, any public offering of the Convertible Bonds. No prospectus will
be prepared in connection with the offering of the Convertible Bonds.
The Convertible Bonds may not be offered to the public in any
jurisdiction in circumstances which would require the Issuer of the
Convertible Bonds to prepare or register any prospectus or offering
document relating to the Convertible Bonds in such jurisdiction. The
distribution of this press release and the offer and sale of the
Convertible Bonds in certain jurisdictions may be restricted by law.
Any persons reading this press release should inform themselves of
and observe any such restrictions. This press release does not
contain or constitute, an offer of, or the solicitation of an offer
to buy or subscribe for, securities to any person in Australia,
Canada, Japan, or the United States of America (the "United States")
or in any jurisdiction to whom or in which such offer or solicitation
is unlawful. The securities referred to herein may not be offered or
sold in the United States absent registration under the U.S.
Securities Act of 1933, as amended (the "Securities Act") except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. The securities
referred to herein may not be offered or sold in Australia, Canada or
Japan or to, or for the account or benefit of, any national, resident
or citizen of Australia, Canada or Japan. The offer and sale of the
securities referred to herein has not been and will not be registered
under the Securities Act or under the applicable securities laws of
Australia, Canada or Japan. There will be no public offer of the
securities in the United States or anywhere else. This press release
is an advertisement and not a prospectus within the meaning of
Directive 2003/71/EC of the European Parliament and the Council of 4
November 2003 as implemented in each member state of the European
Economic Area (the "Prospectus Directive"). With respect to the
Member States of the European Economic Area which have implemented
the Prospectus Directive (the "Relevant Members State"), no action
has been undertaken or will be undertaken to make an offer to the
public of the Convertible Bonds requiring a publication of a
prospectus in any Relevant Member State. As a result, the Convertible
Bonds may only be offered in Relevant Member States:

(a) to any legal entity which is a qualified investor as defined in the
Prospectus Directive;
(b) to fewer than 100 or, in Relevant Member States that have implemented
the relevant provision of the Prospectus Directive Amendment, 150 natural or
legal persons (other than qualified investors as defined in the Prospectus
Directive) subject to obtaining the prior consent of the relevant underwriter or
underwriters nominated by the Company for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus
Directive,

provided that none of the offers referred to in paragraphs (a) to (c)
above shall require the Company or any underwriter to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus
Directive. For the purposes of this paragraph, the notion of an
"offer to the public of Convertible Bonds" in each of the Relevant
Member States, means any communication, to individuals or legal
entities, in any form and by any means, of sufficient information on
the terms and conditions of the offering and on the Convertible Bonds
to be offered, thereby enabling an investor to decide to purchase or
subscribe for the Convertible Bonds, as the same may be varied in
that Member State by any measure implementing the Prospectus
Directive. This selling restriction is in addition to any other
selling restriction applicable in those Relevant Member States. This
communication does not constitute an offer of securities to the
public in the United Kingdom. Consequently, this communication is
directed only at (i) persons who are outside the United Kingdom or
(ii) qualified investors as defined in Section 86(7) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended from time to time (the "Order"), which includes legal
entities which are regulated by the Financial Service Authority and
entities which are not so regulated, but whose corporate purpose is
solely to invest in securities and who also fall within the
definition of "Investment Professionals" in Article 19(5) of the
Order and high net worth entities falling within Article 49(2)(a)-(d)
of the Order.

Further inquiry note:
Kati Pohl
Tel.: +49 30 25 34-13 40
E-Mail: Kati.Pohl@gsw.de

end of announcement euro adhoc
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company: GSW Immobilien AG
Charlottenstr. 4
D-10969 Berlin
phone: +49 30 68 99 99 0
FAX: +49 30 68 99 99 999
mail: kundenservice@gsw.de
WWW: http://www.gsw.de
sector: Real Estate
ISIN: DE000GSW1111
indexes: MDAX
stockmarkets: regulated dealing: Berlin, regulated dealing/prime standard:
Frankfurt
language: English