§ 33 of the German Securities Trading Act (WphG) constitutes the following: „If through acquisition or disposition or otherwise someone reaches, surpasses or falls below a threshold of 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, or 75% of voting rights in a quoted company, of which Germany ist he country of origin a notification has to be made without delay to the company and the Bundesanstalt.”
As for warrants of deposit which constitute a substitute to shares, the holder of the warrants is obliged to make the notification.“

ADLER Real Estate AG: Release according to Article 40, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

ADLER Real Estate AG
03.04.2020 / 18:41
Dissemination of a Voting Rights Announcement transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

Notification of Major Holdings

1. Details of issuer
Name: ADLER Real Estate AG
Street: Joachimsthaler Straße 34
Postal code: 10719
City: Berlin
Germany
Legal Entity Identifier (LEI): 529900Y6QFNN3D363B76

2. Reason for notification
  Acquisition/disposal of shares with voting rights
  Acquisition/disposal of instruments
  Change of breakdown of voting rights
X Other reason:
Exercise of financial instruments (irrevocable undertakings) (see 10)

3. Details of person subject to the notification obligation
Legal entity: ADO Properties S.A.
City of registered office, country: Senningerberg, Luxembourg

4. Names of shareholder(s)
holding directly 3% or more voting rights, if different from 3.
 

5. Date on which threshold was crossed or reached:
10 March 2020

6. Total positions
  % of voting rights attached to shares
(total of 7.a.)
% of voting rights through instruments
(total of 7.b.1 + 7.b.2)
Total of both in %
(7.a. + 7.b.)
Total number of voting rights pursuant to Sec. 41 WpHG
New 0 % 0 % 0 % 71866500
Previous notification 0 % 52.21 % 52.21 % /

7. Details on total positions
a. Voting rights attached to shares (Sec. 33, 34 WpHG)
ISIN Absolute In %
  Direct
(Sec. 33 WpHG)
Indirect
(Sec. 34 WpHG)
Direct
(Sec. 33 WpHG)
Indirect
(Sec. 34 WpHG)
DE0005008007 0 0 0 % 0 %
Total 0 0 %

b.1. Instruments according to Sec. 38 (1) no. 1 WpHG
Type of instrument Expiration or maturity date Exercise or conversion period Voting rights absolute Voting rights in %
%
    Total %

b.2. Instruments according to Sec. 38 (1) no. 2 WpHG
Type of instrument Expiration or maturity date Exercise or conversion period Cash or physical settlement Voting rights absolute Voting rights in %
%
      Total %

8. Information in relation to the person subject to the notification obligation
X Person subject to the notification obligation is not controlled nor does it control any other undertaking(s) that directly or indirectly hold(s) an interest in the (underlying) issuer (1.).
  Full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity:

Name % of voting rights (if at least 3% or more) % of voting rights through instruments (if at least 5% or more) Total of both (if at least 5% or more)
 

9. In case of proxy voting according to Sec. 34 para. 3 WpHG
(only in case of attribution of voting rights in accordance with Sec. 34 para. 1 sent. 1 No. 6 WpHG)

Date of general meeting:
Holding total positions after general meeting (6.) after annual general meeting:
Proportion of voting rights Proportion of instruments Total of both
% % %

10. Other explanatory remarks:
In connection with the takeover offer ADO Properties S.A. ("ADO") ./. ADLER Real Estate Aktiengesellschaft ("ADLER"), ADO entered into irrevocable undertakings ("Irrevocable Undertakings") with major shareholders of Adler representing 52.21 % of the current shares and voting rights in ADLER on December 15, 2019. On March 10, 2020 these 37,099,561 (52.21%) ADLER-shares were tendered as part ofthe takeover offer. These shares are already included in the acceptance ratio of 85.04% (including 2.22% treasury shares) as published in the announcement pursuant to Section 23 para. 1 sentence 1 no. 2 of the German Securities Acquisitions and Takeover Act (WpÜG) on March 11 2020.  

Date
03 Apr 2020



03.04.2020 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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