CPI Europe AG — Capital/Financing Update 2015

Sep 1, 2015

Ad hoc announcement

IMMOFINANZ AG / Keyword(s): Real Estate/Bond

IMMOFINANZ AG launches an incentivized exchange invitation to holders of
the EUR 375 million Bonds exchangeable into BUWOG AG shares

Ad hoc announcement transmitted by DGAP – a service of EQS Group AG. The
issuer is solely responsible for the content of this announcement.

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NOT FOR DISTRIBUTION IN THE USA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER
JURISDICTION IN WHICH INVITATIONS FOR AN INCENTIVISED CONVERSION RELATING
TO THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW

IMMOFINANZ AG (the "Company" or "IMMOFINANZ") announces the launch of an
invitation (the "Offer") to the holders (the "Bondholders") of its EUR 375
million 1.50% senior unsecured exchangeable Bonds due 2019 (ISIN
XS1108672988) (the "Bonds") to exchange such Bonds into ordinary shares of
BUWOG AG (the "Shares") on the terms and subject to the conditions set
forth in the incentive offer memorandum dated 1 September 2015 prepared by
the Company (the "Incentive Offer Document").

The Offer is intended to allow IMMOFINANZ to further optimize and simplify
its capital structure, to reduce the overall amount of debt and to improve
its financial results.

Pursuant to the Offer, Bondholders will have two options: receipt of a
fixed cash consideration which equals the value of the Shares to which a
Bondholder is entitled pursuant to the terms and conditions of the Bonds
plus a premium (the "Cash Option") or delivery of the number of Shares to
which Bondholders are entitled plus a premium (the "Share Option").

The Offer begins on 1 September 2015 and expires on 7 September 2015 at
5:00 p.m. CET (the "Expiry Date"), unless amended.

Bondholders who elect the Cash Option prior to the Expiry Date will receive
a fixed cash payment equal to the sum of (i) the value of the Shares
underlying their Bonds at the Shares' closing price on 31 August 2015 (the
"Share Reference Price") (which equals EUR 116,020.91 per EUR 100,000
principal amount of Bonds) and (ii) a premium (the Premium") which shall,
for Bondholders who elect the Cash Option prior to 3 September 2015 at 5:00
p.m., Vienna time (the "Early Bird Expiry Date"), equal EUR 7,507.94 per
EUR 100,000 principal amount of Bonds or, for Bondholders who elect the
Cash Option after the Early Bird Expiry Date but prior to the Expiry Date,
equal EUR 6,507.94 per EUR 100,000 principal amount of Bonds. Therefore,
the total fixed cash payment per EUR 100,000 principal amount of Bonds for
Bondholders electing the Cash Option before the Early Bird Expiry Date will
sum up to EUR 123,528.85.

Bondholders who elect the Share Option prior to the Expiry Date will
receive (i) the number of Shares to which they are entitled pursuant to the
terms and conditions of the Bonds, plus (ii) the Premium according to the
same parameters as investors having selected the Cash Option.

IMMOFINANZ currently intends, subject to market conditions, to sell the
Shares underlying the Bonds tendered pursuant to the Cash Option to
institutional investors by way of an accelerated bookbuilding process (the
"Equity Placing") to be settled by 17 September 2015. The gross proceeds
from the sale of the Shares will not impact the cash amount received by
Bondholders pursuant to the Offer.

Both the settlement of the cash portion of the Offer and the delivery of
the Shares to Bondholders who elect the Share Option are expected to take
place on or about 18 September 2015.

The settlement of the Offer is conditional upon (i) Bondholders
representing 85% (the "Acceptance Threshold") of the aggregate nominal
amount of the Bonds electing the Cash Option or the Share Option; and (ii)
settlement of the Equity Placing on or before 17 September 2015. IMMOFINANZ
has full discretion to agree on the terms of the Equity Placing. If the
Equity Placing does not successfully settle on or before 17 September 2015,
or if the Acceptance Threshold is not reached, the Offer will not settle.
However, the Company reserves the right to accept all or no offers and to
waive either or both of the conditions at its full discretion.

The Offer will not impact the rights of the Bondholders that do not submit
their Bonds for acceptance in the Offer. The Company emphasises that if,
following the Offer, 85% or more of the Bonds originally issued have been
exchanged and/or cancelled, it has the right to redeem the Bonds that
remain outstanding at their principal amount together with accrued
interest, pursuant to the terms and conditions of the Bonds.

VICTORIAPARTNERS is acting as financial adviser to IMMOFINANZ. BofA Merrill
Lynch and Morgan Stanley are acting as Joint Dealer Managers on the Offer
and as Joint Global Coordinators and Joint Bookrunners on the Equity
Placing.

For further information:
Bondholders may request a copy of the Incentive Offer Document by
contacting the tender & information agent, BNP Paribas Securities Services,
33, rue de Gasperich Howald - Hesperange, L-2085, Luxembourg, attention:
Corporate Trust Services, LU_BP2S_OFFER@bnpparibas.com; Tel: +352 2696
62301.

Disclaimer
The securities referred to herein will not be registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S.
State securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the U.S. Securities Act.

There will be no public offer of the securities in any jurisdiction. This
announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, securities to any person.
The distribution of this announcement and the offer and sale of the
securities referred to herein in certain jurisdictions may be restricted by
law. Any persons reading this announcement should inform themselves of and
observe any such restrictions.

Subject to certain exceptions, 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 applicable securities laws of
Australia, Canada or Japan.

This document has been prepared on the basis that there was no public
offering in connection with this transaction nor will there be a public
offering of the securities. No approved prospectus was or will be prepared
in connection with this transaction. This announcement and any offer of
securities if made subsequently in any Member State of the European
Economic Area (each, a "Relevant Member State") which has implemented the
Prospectus Directive (2003/71/EC), as amended, including any relevant
implementing measures to implement the Directive 2010/73/EU (the
"Prospectus Directive"), is directed exclusively at persons who are
"qualified investors" within the meaning of the Prospectus Directive
("Qualified Investors") and any offer of securities if made subsequently
will only be made if no prospectus for offers of securities has to be
published, prepared or registered in any jurisdiction. Accordingly any
person making or intending to make any offer in that Relevant Member State
of securities which are the subject of the placement contemplated in this
announcement may only do so in circumstances in which no obligation arises
for IMMOFINANZ AG or any of the Banks (as defined below) or any of their
respective affiliates or person acting on behalf thereof to publish a
prospectus pursuant to Article 3 of the Prospectus Directive in relation to
such offer. IMMOFINANZ AG has not authorized, nor does it authorize, the
making of any offer of securities in circumstances in which an obligation
arises for it to publish a prospectus for such offer. In the United Kingdom
this announcement is directed exclusively at Qualified Investors (i) who
have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall
within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may
otherwise lawfully be communicated.

Merrill Lynch International ("BofA Merrill Lynch") and Morgan Stanley & Co.
International plc (together, the "Banks") are acting on behalf of the
Company and no one else in connection with the securities referred to
herein and will not be responsible to any other person for providing the
protections afforded to their respective clients, or for providing advice
in relation to such securities or any matters referred to in this
announcement.

The Banks and any of their respective affiliates may retain, purchase or
sell for their own accounts such securities. In addition they may enter
into financing arrangements and swaps with investors in connection with
which they may from time to time acquire, hold or dispose of securities.
They do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so.

None of the Banks or any of their affiliates and its and their respective
directors, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of
the information in this announcement (or whether any information has been
omitted from the announcement) or any other information relating to the
Company and BUWOG AG and their respective subsidiaries or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising
from any use of this announcement or its contents or otherwise arising in
connection therewith.

This announcement may include statements that are, or may be deemed to be,
'forward-looking statements'. These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
'believes', 'estimates', 'plans', 'projects', 'anticipates', 'expects',
'intends', 'may', 'will' or 'should' or, in each case, their negative or
other variations or comparable terminology, or by discussions of strategy,
plans, objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results. Any
forward-looking statements reflect the Company's current view with respect
to future events and are subject to risks relating to future events and
other risks, uncertainties and assumptions relating to the business,
results of operations, financial position, liquidity, prospects, growth or
strategies of the Company's. Forward-looking statements speak only as of
the date they are made. Each of the Company and the Banks and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise.

For additional information please contact:

INVESTOR RELATIONS & MEDIA INQUIRIES
Bettina Schragl
Head of Corporate Communications and Investor Relations
IMMOFINANZ Group
T +43 (0)1 88 090 2290
M +43 (0)699 1685 7290
communications@immofinanz.com
investor@immofinanz.com

01.09.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: IMMOFINANZ AG
Wienerbergstraße 11
1100 Wien
Austria
Phone: +43 (0) 1 88090 - 2291
Fax: +43 (0) 1 88090 - 8291
E-mail: investor@immofinanz.com
Internet: http://www.immofinanz.com
ISIN: AT0000809058
WKN: 911064
Listed: Regulated Unofficial Market in Berlin, Munich, Stuttgart;
Open Market in Frankfurt ; Wien (Amtlicher Handel / Official
Market)

End of Announcement DGAP News-Service

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