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ADLER Real Estate AG: General Meeting of the ADLER Real Estate AG approves capital measures for the investment in conwert

DGAP-News: ADLER Real Estate AG / Key word(s): AGM/EGM

2015-10-15 / 15:23

Corporate News

General Meeting of the ADLER Real Estate AG approves capital measures for the investment in conwert

- Extraordinary General Meeting approves increases in the conditional capital of the company

- Approval for the issuance of the mandatory convertible bond of EUR 175 million

- Share buy-back programme agreed


Hamburg, 15 October 2015. Today's extraordinary General Meeting of ADLER Real Estate AG, Frankfurt/M. (ISIN DE0005008007) has approved the increase in the conditional capital of the Company. The shareholders of ADLER Real Estate AG voted almost unanimously, with a presence in the share capital of 65,56 per cent, for the issuance of the mandatory convertible bond in an amount of EUR 175 million in favour of the seller of MountainPeak Trading Ltd. In August 2015, ADLER acquired all the shares in MountainPeak Trading Ltd., which holds a stake of 24.79 per cent in conwert Immobilien Invest S.E., for a total consideration of EUR 285 million. Since then, ADLER has been the largest single shareholder in one of the leading real estate companies in Austria, which has approximately 80 per cent of its real estate portfolio held predominantly in A locations in Germany.

The mandatory convertible bond has a three year term, an annual interest rate of 0.5 per cent and a strike price of EUR 16.50 which represents a considerable premium to the current share price and the current NAV per share with a significant positive effect on the Company's financial position. The issue of the mandatory convertible bond will be used to finance a substantial part of the purchase price and will be booked as equity in the balance sheet of ADLER Real Estate AG with the corresponding positive impact of reducing the Company's current Loan to Value. Furthermore the coupon of 0.5 per cent per annum is also expected to reduce the Company's weighted average cost of debt ("WACD") in line with management's on going targets.

"The investment has made cooperation with conwert possible on many levels" said Axel Harloff, CEO of ADLER during the General Meeting. Future potential cooperation between the two companies could strengthen the purchasing power in regards to utility services for residential properties such as heating, insurance payments or building services which could be purchased more economically, leading to a reduction in the operating costs at the various properties, which represent a clear advantage for the Company.

In addition, the General Meeting authorised the Management Board to a share buy-back programme. ADLER may therefore repurchase its own shares up to a value of 10 per cent of the share capital. Repurchased shares may then be utilised by ADLER as a transaction currency for the payment of shares in investments. In addition, easier stock option plans can be implemented for executives of the company.

The Management Board

About ADLER Real Estate AG: is focused on establishing and expanding a substantial residential property portfolio throughout Germany. It primarily acquires equity interests in portfolios that are predominantly situated in B locations in German conurbations. These portfolios, after deducting all current costs including debt servicing still generate positive cash flow and offer potential for sustainable value growth. The primary aim is to acquire majority interests in order to ensure that the company can exercise sufficient influence over the optimal management of the portfolios.

Alongside managing residential properties, ADLER pursues optimising its portfolios. Following the majority takeover of ACCENTRO Real Estate AG, the Group now includes Germany's largest privatiser of residential property. ACCENTRO markets suitable residential properties from the ADLER Group's portfolio on a targeted basis, and also brokers individual apartments on behalf of third parties to owner-occupiers and investors who want to properties directly and thus creating a quasi-pension income.

Following the completion of the acquisition of WESTGRUND AG, Berlin, in late June 2015, ADLER is now one of the five largest listed German residential real estate companies with a portfolio of almost 50,000 residential and commercial units. The company in addition to the FTSE EPRA GLOBAL REAL ESTATE Index and the GRP General Index since 22 June 2015 is has been included in Deutsche Börse's SDAX small cap index.

For enquiries please contact:

german communications dbk ag
Jörg Bretschneider
Milchstr. 6 B, 20148 Hamburg
Tel.: +49 40/46 88 33 0
Fax: +49 40/46 88 33 40

Investor Relations:
Hillermann Consulting
Christian Hillermann
Poststraße 14, 20354 Hamburg
Tel.: +49 40/32 02 79 10
Fax: +49 40/32 02 79 114

2015-10-15 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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