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ADLER Real Estate AG: ADLER Real Estate AG approves issue of convertible notes around EUR 150 million

ADLER Real Estate AG  / Key word(s): Corporate Action

10.06.2016 14:52

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Ad-hoc announcement (§ 15 WpHG)

ADLER Real Estate AG approves issue of convertible notes around EUR 150
million

Hamburg, 10 June 2016. The Management Board of ADLER Real Estate AG,
Frankfurt am Main (ISIN DE0005008007) has decided today, with the approval
of the Supervisory Board, to issue around EUR 150 million, principal
amount, of convertible notes with a five-year term convertible into shares
of ADLER Real Estate AG.

The conversion price is expected to be set at a 25 - 30% premium to the
volume weighted average price of ADLER Real Estate AG's listed stock on the
Frankfurt a Main on the pricing date. The interest rate is expected to be
set between 1.50 % p.a. and 2.50 % p.a. Final pricing information is
expected to be released by ad-hoc announcement on 15 June 2016 at the
latest and published in the Federal Gazette on 17 June 2016.

Net of issue-related costs, the funds raised will be used to refinance
existing loans and bonds with comparatively high interest rates, to finance
future real estate acquisitions, to modernise the company's existing real
estate portfolio and for general corporate purposes.

The issue and subscription price (also corresponding to the nominal amount
and initial conversion price for the convertible notes) and the interest
rate for the new convertible notes will be set by the Management Board,
subject to approval by the Supervisory Board. This will take place
following completion of a private placement and will be based on a book-
building process.

The convertible notes offering is composed of a private placement and a
public offer in the form of subscription rights offering addressed to the
company's shareholders and holders of the 2013/2017 convertible notes (EUR
10 million, 6.0%, ISIN: DE000A1TNEE3), holders of the 2013/2018 convertible
notes (EUR 11.25 million, 6.0%, ISIN: DE000A1YCMH2) and holders of the
2015/2018 mandatory convertible notes (EUR 175 million, 0.5%, ISIN:
DE000A161ZA7). The private placement is expected to be executed directly
before or at the beginning of the subscription period and will be addressed
exclusively to qualified investors as defined in § 2 No. 6 of the German
Securities Prospectus Act (subject to corresponding clawbacks upon
allocation) in select jurisdictions outside the United States of America
pursuant to Regulation S of the U.S. Securities Act.

For shareholders and holders of the existing 2013/2017 and 2013/2018
convertible notes, the subscription ratio will be 13 to 2, i.e. two new
convertible notes may be subscribed for every 13 shares or convertible
notes already held. Holders of the 2015/2018 mandatory convertible notes
may subscribe for 932 new convertible notes for every existing partial note
with a nominal amount of EUR 100,000 already held.

The subscription offer is expected to be published in the German Federal
Gazette on 13 June 2016 and the subscription period within which
subscription rights may be exercised by the rights holders is expected to
begin on 14 June 2016 and end on 27 June 2016 (both days inclusive).

ODDO & Cie, Paris, ODDO SEYDLER BANK AG, Frankfurt am Main and Stifel
Nicolaus Europe Limited, London are acting as joint book runners for the
transaction. BHF-Bank AG is acting as selling agent.

The full subscription offer is expected to be published on 13 June 2016 in
the Federal Gazette and in the "Investor Relations" section of the website
of ADLER Real Estate AG at www.adler-ag.com.

The Management Board

Disclaimer:

This publication does not constitute an offer to sell nor a solicitation of
an offer to buy or subscribe for any securities. No offer of securities of
the ADLER Real Estate AG is being, or will be, made to the public outside
Germany. The proposed offer in Germany will be made exclusively by means of
a securities prospectus to be published and filed with the German
Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Such securities
prospectus will at the appropriate time be made available free of charge at
ADLER Real Estate AG.

The distribution of this publication may be restricted by law in certain
jurisdictions. Persons into whose possession this publication comes are
requested to inform themselves about and to observe any such restrictions.
The failure to comply with such restrictions could constitute and a
violation of the securities laws of such jurisdiction.

In the member states of the European Economic Area (EEA) (other than
Germany) the securities referred to herein will be offered on the basis of
an exemption from the requirement to publish a securities prospectus.
Accordingly, this publication is only directed to, and is limited to,
persons within the member states of the EEA who are "qualified investors"
within the meaning of Article 2(1)(e) of the  Prospectus Directive
(Directive 2003/71/EC as amended from time to time).

The material set forth herein is for informational purposes only and does
not constitute an offer of securities for sale or a solicitation of an
offer to purchase securities in the United States. The securities referred
to herein have not been and will not be registered under the United States
Securities Act of 1933, as amended (the Securities Act), or with any
securities regulatory authority of any state or other jurisdiction of the
United States, and may not be offered or sold within the United States
except pursuant to an exemption from the registration requirements of the
Securities Act and any applicable securities laws of any state or other
jurisdiction of the United States. No public offering of securities will be
made in the United States.

In the United Kingdom, this document is only being distributed to and is
only directed at persons who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the Order) or (ii) are
persons falling within Article 49(2)(a) to (d) of the Order (high net worth
companies, unincorporated associations, etc.) (all such persons together
being referred to as Relevant Persons). This document is directed only at
Relevant Persons and must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to which this
document relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.

Contact for enquiries:

Dr. Rolf-Dieter Grass
ADLER Real Estate AG
Tel: 030 2000 91429
r.grass@adler-ag.com


10.06.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap.de

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Language:     English
Company:      ADLER Real Estate AG
              Herriotstr. 5
              60528 Frankfurt am Main
              Germany
Phone:        +49 (0)40 - 29 8130-0
Fax:          +49 (0)40 - 29 8130-99
E-mail:       info@adler-ag.com
Internet:     www.adler-ag.com
ISIN:         DE0005008007, XS1211417362, DE000A1R1A42, DE000A11QF02
WKN:          500800, A14J3Z, A1R1A4, A11QF0
Indices:      SDAX, GPR General Index
Listed:       Regulated Market in Frankfurt (Prime Standard); Regulated
              Unofficial Market in Berlin, Dusseldorf, Hamburg
 
End of Announcement                             DGAP News-Service
 
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