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ADLER Real Estate AG: ADLER to swap Conwert stake for Vonovia shares

ADLER Real Estate AG  / Key word(s): Miscellaneous

05.09.2016 08:36

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 to swap Conwert stake for Vonovia shares

Hamburg, 5 September 2016 - With the consent of the supervisory board, the
management board of ADLER Real Estate AG ("ADLER") has decided to tender
all its Conwert shares, held through its wholly-owned subsidiary
MountainPeak Trading Ltd., into the tender offer to the shareholders of
conwert Immobilien Invest SE ("Conwert") as announced today by Vonovia SE
("Vonovia"). ADLER will tender its entire existing Conwert stake of 21.2
million shares plus 5 to 6 million Conwert shares to be acquired following
merger control clearance under an exercised call option in exchange for
Vonovia shares.

ADLER and MountainPeak have entered into a tender commitment agreement
pursuant to which ADLER and MountainPeak have irrevocably committed to
accept the tender offer by Vonovia and to elect the share consideration.
Taking into account the Conwert shares to be acquired under the option, the
Conwert shares to be tendered by ADLER represents at least 26.1% and up to
27.1% of the fully diluted Conwert share capital (excluding treasury shares
held by Conwert).

Under the offer, ADLER will receive 74 Vonovia shares in exchange for each
149 Conwert shares representing a share offer price of EUR17.58 per share
based on the closing price of Vonovia shares on 2 September 2016. This
implies a premium of 23.8% to the volume-weighted average Conwert share
price of the past six months prior to the announcement of the tender offer,
a premium of 8.9% to the closing price of Conwert shares on 2 September
2016 and a premium of 12.3% to the Conwert EPRA NAV of EUR 15.65 at 30 June
2016 (adjusted for EUR0.35 dividend and dilution from full conversion of
convertible bonds from Conwert).

Based on the economic consideration for the 26.2 million Conwert shares
held via MountainPeak Trading Ltd., the trade will generate a net profit of
c. EUR3.86 per share or c. EUR101m in the aggregate. The book gain will be
c. EUR1.30 per Conwert share or c. EUR34m in the aggregate.




For inquiries please contact:

Dr. Rolf-Dieter Grass (Director)
Alrike Allameh
ADLER Real Estate AG
Gänsemarkt 50 / 5. OG
20354 Hamburg
Telefon +49 (0)40 29 81 30-0
Telefax +49 (0)40 29 81 30-99
E-Mail info@ADLER-ag.com


05.09.2016 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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