ADLER Group S.A., the parent company of ADLER Real Estate Aktiengesellschaft, concludes term sheet on portfolio transaction with 15,350 residential units and 185 commercial units
Publication of a notice pursuant to Article 17 (1) of the Market Abuse Regulation (Regulation (EU) No. 596/2014)
ADLER Real Estate Aktiengesellschaft
NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
Berlin, 11 October 2021:
ADLER Group S.A. ("ADLER"), the parent company of ADLER Real Estate Aktiengesellschaft ("ADLER Real Estate"), and LEG Immobilien SE ("LEG") today, with the approval of the Management Board and the Supervisory Board of ADLER Real Estate, have signed a term sheet setting out the key points of a transaction regarding the sale of a total of 15,350 residential units and 185 commercial units. The proposed transaction relates to 8,120 residential units and 127 commercial units of ADLER Real Estate and 7,230 residential units and 58 commercial units of WESTGRUND Aktiengesellschaft ("WESTGRUND"), in which ADLER Real Estate holds 98.25% of the shares.
The transaction is based on a real estate portfolio valuation?in an amount of EUR 1.485 billion (ADLER Real Estate: ca. EUR 644 million; WESTGRUND: ca. EUR 841 million). This is above the respective book values as of 30 June 2021. The transaction shall be executed by way of share deals and ADLER group shall retain a 10.1% participation in the relevant entities. Therefore, the cash inflow, also due to customary purchase price adjustments, will not correspond to the real estate valuation.
The closing of the transaction is subject to due diligence conducted by LEG, the conclusion of final agreements and the fulfillment of customary market conditions, in particular regulatory approvals, and is expected to take place by the end of 2021.
Notifying Person: Colleen Yorke, Legal Counsel +49 30 403 907 543 email@example.com
This release is neither an advertisement nor a securities prospectus and should not be relied upon in making any investment decision to purchase, subscribe for or otherwise acquire any securities. The information and opinions contained in this release are provided as at the date of this release, are subject to change without notice and do not purport to contain all information that may be required to evaluate ADLER Real Estate AG ("ADLER Real Estate"). No reliance may or should be placed for any purpose whatsoever on the information contained in this release, or any other information discussed verbally, or on its completeness, accuracy or fairness.
This release is not and may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of ADLER Real Estate in the United States of America, Australia, Canada, Japan or any other jurisdiction in which such offer, sale or solicitation is unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities referred to herein may not and will not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.
Certain statements contained in this release may constitute "forward-looking statements" that involve a number of risks and uncertainties. Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions, forecasts, estimates, projections, opinions or plans that are inherently subject to significant risks, as well as uncertainties and contingencies that are subject to change. No representation is made or will be made by ADLER Real Estate that any forward-looking statement will be achieved or will prove to be correct. The actual future business, financial position, results of operations and prospects may differ materially from those projected or forecast in the forward-looking statements. ADLER Real Estate does not assume any obligation to update, and does not expect to publicly update, or publicly revise, any forward-looking statements or other information contained in this release, whether as a result of new information, future events or otherwise, except as otherwise required by law.
Berlin, 11 October 2021
ADLER Real Estate Aktiengesellschaft Managing Board
11-Oct-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English Company: ADLER Real Estate AG Am Karlsbad 11 10785 Berlin
Germany Phone: +49 30 39 80 18 10 Fax: +49 30 39 80 18 199 E-mail: firstname.lastname@example.org Internet: www.adler-ag.com ISIN: DE0005008007, XS1211417362DE000A1R1A42DE000A11QF02 WKN: 500800, A14J3ZA1R1A4A11QF0 Indices: GPR General Index Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange EQS News ID: 1239628 ? End of Announcement DGAP News Service