Offering of EUR 250 million Convertible Bonds due 2019 (ISIN: XS1069846381)


This announcement is not an offer of securities in the United States of America or any other jurisdiction. The Bonds (and underlying shares) may not be offered or sold in the United States of America absent registration or exemption from registration under the U.S. Securities Act of 1933, as amended. Wereldhave does not intend to register the offer, in whole or in part, in the United States of America or to launch a public offering of securities in the United States of America.

Pricing of the New Bonds

Amsterdam, 15 May 2014 - Wereldhave N.V. ("Wereldhave" or the "Company") launched today an offering of bonds convertible into Wereldhave ordinary shares (the "New Bonds") due 22 May 2019 for a total amount of EUR 250 million. The conversion price is EUR 75.474, representing a conversion premium of 20% over Wereldhave's reference share price of EUR 62.8948, being the volume-weighted average price of Wereldhave's ordinary shares (the "Shares") on Euronext Amsterdam between launch and pricing of the New Bonds. The conversion price will be subject to adjustments pursuant to the terms and conditions of the New Bonds.

The New Bonds shall be issued at par in a nominal amount of EUR 100,000 per New Bond and pay a fixed coupon of 1% per annum, payable semi-annually in arrear in equal instalments on 22 May and 22 November in each year, commencing on 22 November 2014 and will be redeemed at par on 22 May 2019.

The Company will have the right to redeem all outstanding New Bonds at par plus accrued interest (i) on or after the third anniversary of the Settlement Date (as defined below) plus 21 days if the aggregate value of the Shares per New Bond for a specified period of time equals or exceeds 130 per cent. of the principal amount of the New Bonds or (ii) if 20 per cent. or less of the principal amount of the New Bonds issued remains outstanding.

The Shares underlying the New Bonds represent approximately 15.3% of the Company's issued share capital immediately prior to the offering. Under the terms of the New Bonds, the Company will have the right to elect to settle any conversion entirely in Shares, cash or a combination of Shares and cash.

The proceeds of the new issue will be used for general corporate purposes and to finance the repurchase of EUR 100 million in nominal amount of Outstanding Bonds (as defined below) by the Company and thereby optimize Wereldhave's debt maturity profile.

The issue and settlement date for the New Bonds is expected to be 22 May 2014 (the "Settlement Date").

An application will be made for the New Bonds to be admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange, after the Settlement Date but prior to the first coupon payment of the New Bonds.

The New Bonds were offered to institutional investors only. Neither the New Bonds nor the Shares have been or will be registered under the U.S. Securities Act 1933, as amended (the "Securities Act") and will be offered and sold only outside the United States in compliance with Regulation S under the Securities Act ("Regulation S"). Neither the New Bonds nor the Shares are being offered to investors in the United States, Australia, Canada, Italy or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable law.

Barclays and BNP Paribas acted as Joint Global Coordinators and Joint Bookrunners (the "Joint Bookrunners") for the placement of the New Bonds.

Results of the reverse bookbuilding procedure and implementation of repurchases in respect of the EUR 230 million 2.875% Convertible Bonds due 2015 (ISIN: XS0550864192) (the "Outstanding Bonds")

Concurrently with the issue of the New Bonds, Wereldhave conducted a reverse bookbuilding process to collect indications of interest from holders of the Outstanding Bonds to tender up to EUR 100 million in aggregate principal amount of their Outstanding Bonds at a fixed price of 103.50% (the "Open Market Repurchase" or "OMR").

At the close of the reverse bookbuilding process, the Company had received indications of interests from holders of Outstanding Bonds representing approximately EUR 148 million in aggregate nominal amount of the Outstanding Bonds. The Company will (subject to the settlement of the New Bonds) repurchase EUR 100 million in aggregate nominal amount of the Outstanding Bonds tendered on a pro rata basis.

The settlement date for the OMR is expected to be 23 May 2014.

All Outstanding Bonds repurchased will be cancelled in accordance with their terms and conditions.

Information for the press:
Richard W. Beentjes
T + 31 20 702 78 33

Information for analysts:
Jaap-Jan Fit
T + 31 20 702 78 43