* New group to be Germany's no. 2 after Deutsche Annington
* Property sector deal is biggest since Whitehall bought LEG
* GSW shareholders get another chance to sell their stock (Adds details, CEO comments)
FRANKFURT, Oct 31 (Reuters) - Shareholders in property group GSW have approved an all-stock takeover bid by rival Deutsche Wohnen, clearing the way for the creation of Germany's no. 2 real estate company.
The combination, which already has anti-trust clearance, will have a portfolio of approximately 150,000 residential units with a total value of about 8.5 billion euros ($11.7 billion), heavily focused on the booming rental market in Berlin.
Deutsche Wohnen said the number of GSW investors who voted in favour of the bid, worth 1.8 billion euros at the time of the Aug. 20 offer, had exceeded the required 75 percent.
Oct. 30 was the deadline for GSW shareholders to cast their ballots on the deal, the biggest in the German property sector since Whitehall bought LEG Immobilien for 3.4 billion euros in 2008.
It will create Germany's second biggest property company after Deutsche Annington and, in nudging Deutsche Wohnen closer to the top five European real estate firms by market value, is intended to attract more capital from foreign investors. .
GSW shareholders who did not tender their stock may do so during a second acceptance period, which is expected between Nov. 5 and Nov. 18. ($1 = 0.7262 euros) ($1 = 0.7262 euros) (Reporting by Christiaan Hetzner; Editing by Mark Trevelyan)