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

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

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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.

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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.

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Corporate News/Finanznachrichten und Pressemitteilungen.

Medienarchiv unter http://www.dgap-medientreff.de und

http://www.dgap.de

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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

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324095 17.02.2015