– ADLER Real Estate AG successfully acquired 70 percent of the shares in Brack Capital Properties N.V. following the closing of Special Tender Offer
– Share purchase agreement and Special Tender Offer have been duly settled
– Full Consolidation as of April
– Significant contribution to ambitious 2018 targets
Berlin, April 3, 2018: ADLER Real Estate AG today successfully closed the acquisition of 70 percent of the shares in Brack Capital Properties N. V. (BCP). A 41.0 percent stake had been acquired in a share purchase agreement which ADLER had agreed upon with Redzone Empire Holding Limited (“Redzone”) already in February. An additional 5.6 percent of the shares have been sold to ADLER by senior management of Brack Capital Properties. The remaining shares were acquired in the course of the Special Tender Offer (STO) to the shareholders of BCP which ended on 26 March 2018. Into this STO, 93.0 percent of the remaining shares had tendered, clearly proving the attractiveness of the offer. As ADLER had limited the STO to a maximum of 25.8 percent of the shares, all shareholders willing to sell their shares through the STO had to accept a pro rata factor of slightly less than 50 percent.
The acquisition volume for the total shares acquired amounts to c. ILS 2.4 billion (c. EUR 550 million at current ILS/EUR exchange rate).
The share purchase agreement and the STO have been duly settled and BCP will be fully consolidated into ADLER Real Estate as of April 2018.
The successful acquisition of Brack Capital Properties N.V. will add approximately 12,000 “core” residential units to ADLER’s portfolio which corresponds to an increase of c. 24 percent. The acquisition will also significantly improve Group operations after full consolidation in April. Brack Capital Properties will thus contribute significantly to the ambitious objectives ADLER has set itself for 2018. These comprise:
- An increase in Net Rental Income by c. 25 percent to between EUR 210 and 220 million.
- An increase in FFO I by c. 65 percent to between EUR 65 to EUR 70 million.
- A reduction of LTV by c. 4.5 percentage points to 55 percent.
- A further improvement of WACD by 0.2 percentage points to 2.5 percent.
Tomas de Vargas Machuca, Co-CEO of ADLER Real Estate AG said: “The acquisition of Brack Capital Properties is transformational for our company. It is the logical next step as we can look back on a long track record of successful acquisitions by way of M&A. This acquisition will help us to grow further, but most of all, it will create synergies which will contribute to improve our operational and financial metrics, key elements that investors appreciate.”
Maximilian Rienecker, Co-CEO added: “With Brack Capital Properties we expect to improve our standing in the capital markets further which will be beneficial for future financing terms and for reaching an investment grade rating in the near future.”
The Management Board of ADLER Real Estate would like to thank Kempen & Co and J.P. Morgan for their respective roles in this transaction acting as joint financial advisers and J.P. Morgan acting as sole provider of acquisition financing.