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ADLER Real Estate AG: ADLER enters into an option agreement to potentially acquire up to an additional 6 million shares in conwert Immobilien Invest SE

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

2016-07-19 / 18:18

The issuer is solely responsible for the content of this announcement.


ADLER enters into an option agreement to potentially acquire up to an additional 6 million shares in conwert Immobilien Invest SE

- Call option agreement signed which entitles ADLER to potentially acquire a further 6 million shares within the next two months, resulting in a total potential shareholding for ADLER of between 27.7% and 28.7%

- To the extent that Adler exercises the option, the acquisition will be financed with a bank loan to which indicative terms have been agreed

- Call option increases flexibility to strengthen position in conwert and to maintain significant shareholding

- To the extent the option is exercised the purchase of the shares is subject to approval by the Austrian Competition Authority and the German Federal Cartel Office

- Settlement of Convertible Notes 2016/21 postponed until Thursday 21 July 2016

Hamburg, 19 July 2016: MountainPeak Trading Limited, a wholly-owned subsidiary of ADLER Real Estate AG, has signed a call option agreement with Petrus Advisers Investment Funds L.P. entitling it to acquire up to 6 million shares in conwert Immobilien Invest SE at approximately the current trading price within the next two months. The number of shares corresponds to approximately up to 6.5 percent of the total subscribed capital of the Company, resulting in a total potential shareholding of ADLER (provided the option is exercised) to be between 27.7% and 28.7%. Following a potential exercise of the call option, the LTV, WACD and other key metrics of ADLER will remain largely unaffected and the company remains on course to deliver its 2016 guidance while enhancing its ability to capture attractive upside potential going forward.

In the event ADLER exercises the call option, the acquisition will be financed through a bank loan, to which indicative terms have been agreed. The proceeds of the issuance of the Convertible Notes 2016/2021, which will be used for debt repayment and additional property investment, will not be used for the financing of a potential acquisition of conwert shares.

"With this option to purchase additional conwert shares", said Arndt Krienen, CEO of ADLER Real Estate AG, "we have increased our flexibility to further strengthen our position in the company. We have taken advantage of an opportunity to enter into an option agreement with a single shareholder in order to benefit from improved performance of conwert and the upside potential of the company's shares."

The exercise of the call option would be subject to prior approval by Austrian Competition Authority (Bundeswettbewerbsbehörde) and the German Federal Cartel Office.

The issue date of Convertible Notes 2016/21 will remain unchanged and the settlement of the convertible notes will occur on Thursday, 21th July 2016.

ADLER Real Estate AG: ADLER Real Estate AG, headquartered in Frankfurt and with its administrative headquarters in Hamburg, focuses on the acquisition, management and administration of residential property privatisation. ADLER invests primarily in portfolios with residential property companies in B-locations of major conurbations with units that achieve a positive cash flow and can demonstrate a sustained appreciation potential.

The ADLER subsidiary, ACCENTRO Real Estate AG, is one of the largest privatisers of residential property in Germany. ACCENTRO markets suitably targeted residential property from the holdings of the ADLER Group and procures condominiums for third party owner-occupiers and investors seeking to provide for their retirement.

In addition, ADLER holds a 23.5 percent stake (31 December 2015) in conwert Immobilien Invest SE, Vienna, one of the leading real estate companies in Austria. conwert holds more than 82 per percent of its property portfolio in Germany, many of them in A-cities.

With nearly 50,000 residential units, ADLER is among the top five largest German residential property companies listed in Germany. In addition to the listing on the FTSE EPRA / NAREIT Global Real Estate Index in London and the GRP General Index, shares in ADLER are also listed in the small cap index SDAX of the Deutschen Börse

For inquiries please contact

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


2016-07-19 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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