According to Art.17 of Marktmissbrauchsverordnung (MMVO) a listed company is obliged to publish without undue delay so-called insider information – meaning information which could considerably influence the price of the shares or other securities of the company in case the information became publicly known.

ADLER Real Estate AG adjusts terms of issue of its convertible notes 2016/2021

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

11.07.2016 09:44

Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Publication of insider information pursuant to Article 17 of the Market
Abuse Regulation (Regulation (EU) No. 596/2014)

ADLER Real Estate AG adjusts terms of issue of its convertible notes
2016/2021; book-building starts today; investors related to existing anchor
shareholders indicate support

Hamburg, 11 July, 2016: The Management Board of ADLER Real Estate AG (the
"Company") today resolved, with the consent of the Supervisory Board of the
Company, to launch the accelerated book-building process with respect to
its offering of convertible notes 2016/2021 (the "Notes") today. The Notes
will be issued at an issue price of 95% of the nominal amount. The coupon
is fixed at 2.5% and the conversion premium has been adjusted to 15% above
the reference price, which will be fixed as the volume weighted average
price of the Company's share price between launch and pricing of the
accelerated book-building process.

The transaction volume is a function of the initial conversion price, which
corresponds to the nominal amount of the Notes, and the number of Notes
issued. The intention of the Management Board is to issue up to 10 million
Notes (corresponding to the same amount of underlying shares) which
currently equates to a placing volume of approximately EUR 130 million.
Furthermore, certain investors related to anchor shareholders of the
Company have indicated their support for the current issue and have agreed
to subscribe for Notes of up to EUR 50 million in nominal value.

No changes were made to the timetable of the offering: the subscription
period ends on 15 July 2016 and the issue date is still expected to be 19
July 2016.

ADLER Real Estate AG will publish a supplement to the approved securities
prospectus dated 10 June 2016, as supplemented on 17 June 2016 and 5 July
2016, in relation to the adjusted terms of the issue in due course.

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 offer in Germany is being made exclusively on the basis of the
securities prospectus which has been published and filed with the German
Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) including any
supplements thereto. Any decision to invest in the securities of the ADLER
Real Estate AG offered should solely be based on the securities prospectus
including any supplements thereto. Copies of the securities prospectus
(including any supplements thereto) are available free of charge at the
offices of ADLER Real Estate AG (Gänsemarkt 50, 20354 Hamburg/Germany) as
well as on the website of ADLER Real Estate AG (http://www.adler-ag.com).

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.


11.07.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
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, Hanover,
              Munich, Stuttgart, Tradegate Exchange
 
End of Announcement                             DGAP News-Service
 
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