S IMMO AG starts exchange offer with cash alternative

S IMMO AG (Bloomberg: SPI:AV, Reuters: SIAG.VI; ISIN: AT0000652250, AT0000795737, AT0000630694) gives notice, that the announced voluntary public offer according to section 4 et seq. Takeover Act (ÜbG) to the holders of S IMMO INVEST participating certificates to acquire their S IMMO INVEST participating certificates either by exchanging them for a bond (“exchange offer”) or for a cash consideration (“cash-alternative”) starts as of today, 11 March 2015.

Holders of S IMMO INVEST participating certificates are able to either (i) exchange their participating certificates for a 10-year fixed term bond with a fixed coupon of 3.25% p.a. and a denomination of EUR 500 at the exchange rate of EUR 85.00 per participating certificate (“exchange offer”), or (ii) sell their participating certificates to S IMMO for a purchase price of EUR 85.00 per S IMMO INVEST participating certificate (“cash-alternative”). The recipients of the offer are able to choose a mixture of both alternatives offered. The public offer is directed at the acquisition of up to 705,882 S IMMO INVEST participating certificates (ISIN AT0000795737/AT0000630694), corresponding to approximately 62.43% of S IMMO’s outstanding participating certificates capital (partial offer).

The period for accepting the public offer ends on 31 March 2015, 15:00 CET. S IMMO AG recommends the holders of participating certificates, who intend to accept the offer, to get in contact with their depositary bank no later than three days before the end of the offer to ensure acceptance and settlement in time.

Ernst Vejdovszky, CEO of S IMMO AG, comments: “We already carried out an exchange offer last year, the allotment of which had to be reduced by approximately 24% due to the strong demand. This gave us the reason for starting another offer for the holders of the S IMMO INVEST participating certificates – this time with a cash alternative. For S IMMO, this is a further important step towards a simpler capital structure.”

This disclosure serves promotional purposes in Austria and is a marketing announcement in the meaning of the Securities Supervision Act (WAG) and the Capital Markets Act (KMG), but does not constitute financial analysis or advice relating to financial securities. It is neither a recommendation nor an offer to sell or invitation to purchase securities of S IMMO AG (“the Company”).

The exchange offer with a cash alternative is made exclusively by means and on the basis of the offer document approved by the Takeover Commission and the base prospectus approved by the Financial Market Authority (FMA) and published on 29 April 2014 including the supplements thereto and the final terms of the bond (“the Prospectus”), which are available free of charge from the Company’s offices at Friedrichstrasse 10, 1010 Vienna, during normal business hours and on the issuer’s website (www.simmoag.at/umtauschangebot2015).

This announcement is addressed exclusively to persons legally entitled to receive it. In particular, it is not addressed to U.S. citizens or persons resident in the United States of America (USA), the United Kingdom, Belgium, France or Italy. It is neither an offer to purchase nor a public invitation to sell securities in Italy, Belgium, France or any jurisdiction in which such an offer or invitation would be contrary to the law. This announcement is not for publication or distribution in the USA and may not be distributed to U.S. persons or publications generally distributed in the USA nor be published or distributed in any other country in which its publication or distribution would be contrary to the law.