PATRIZIA SE enters into Investment and Downlisting Agreement in connection with planned public partial offer at EUR 8.20 per share and seeks transfer of PATRIZIA shares to the Scale segment

PATRIZIA SE / Key word(s): Strategic Company Decision/Agreement


12.11.2026 / 07:05 CET/CEST
The issuer is solely responsible for the content of this announcement.

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  Major shareholder FCP plans to increase its stake in PATRIZIA SE from currently 58.89% to up to 73% PATRIZIA plans transfer to Deutsche Börse’s segment for small and medium-sized enterprises: Scale PATRIZIA plans to cancel 4,700,000 of its currently 5,767,992 treasury shares   Augsburg, 12 November 2026 – PATRIZIA SE (“PATRIZIA”) today entered into an Investment and Downlisting Agreement (the “Agreement”) with its major shareholder, First Capital Partner GmbH (“FCP”). FCP currently already holds approximately 58.89% of the Company’s share capital.   Under the Agreement, FCP has announced its decision to make a public acquisition offer in the form of a partial offer to the shareholders of PATRIZIA for a yet-to-be-determined number of registered no-par value shares of the Company not already directly held by FCP, each representing a notional amount of EUR 1.00 of the Company’s share capital (ISIN: DE000PAT1AG3 / WKN: PAT1AG, the “PATRIZIA Shares”), against a cash consideration of EUR 8.20 per PATRIZIA Share (the “Offer”). FCP intends to acquire an aggregate shareholding in the Company of up to 73% of the Company’s share capital (prior to the cancellation of treasury shares).   This would allow FCP to increase its stake in PATRIZIA by up to approximately 14.11 percentage points, from currently 58.89% to up to 73%.   The Offer will be subject to customary closing conditions but will not be subject to a minimum acceptance threshold. The Offer does not comprise the acquisition of all outstanding PATRIZIA Shares. It is not a delisting offer within the meaning of Section 39 (2) no. 1 of the German Stock Exchange Act (BörsG).   The Executive Directors and the Board of Directors welcome FCP’s intention to further increase its shareholding in PATRIZIA. The investment and delisting agreement entered into between PATRIZIA and FCP takes into account the planned increase in FCP’s stake in PATRIZIA and the expected reduction in the free float of PATRIZIA shares.   FCP continues to support PATRIZIA’s business strategy and, under the Agreement, has committed to supporting PATRIZIA’s further profitable development. In addition to the Offer, the Agreement comprises the following key elements:   PATRIZIA will, without undue delay during the acceptance period, initiate the transfer from the regulated market of Deutsche Börse to the Scale segment, Deutsche Börse’s segment for small and medium-sized enterprises (“Downlisting”). The change of segment will enable PATRIZIA to reduce the regulatory and administrative burden associated with a listing on the regulated market, while maintaining its capital market presence on the Frankfurt Stock Exchange and trading via XETRA. PATRIZIA expects the transfer to the Scale segment to take place no later than January 2027.   Following completion of the Offer, PATRIZIA will cancel 4,700,000 of its currently 5,767,992 treasury shares. The PATRIZIA Shares to be cancelled correspond to 5.09% of the Company’s share capital. The cancellation will result in a corresponding reduction of the share capital and, consequently, assuming unchanged economic results, in an increase in earnings per share. The remaining 1,067,992 treasury shares will be retained to service long-term remuneration components.  
The obligations relating to the Downlisting and the cancellation of treasury shares are subject to compliance with the corporate law duties of care of the Company’s Board of Directors and Executive Directors. The obligation to cancel the treasury shares is additionally subject to completion of the Offer.   For PATRIZIA’s clients and business partners, the Agreement will have no impact on existing business relationships. Existing funds, mandates and contractual arrangements remain unchanged, and PATRIZIA’s investment management companies will continue to operate within their existing regulatory and contractual frameworks.   Furthermore, PATRIZIA will remain a listed company and the PATRIZIA Shares will remain tradable via XETRA in the Scale segment of the Frankfurt Stock Exchange. PATRIZIA will continue to report in accordance with IFRS accounting standards and to ensure financial transparency. PATRIZIA’s management believes the Scale segment better reflects PATRIZIA’s current market capitalisation, future ownership structure and long-term business model. Scale is a growing segment of Deutsche Börse. Since the beginning of 2026, approximately 20 small and medium-sized enterprises have opted to transfer to the Scale segment.   PATRIZIA remains committed to long-term, profitable growth.   Under the Agreement, FCP has undertaken not to enter into a domination and/or profit and loss transfer agreement with PATRIZIA for a period of three years following completion of the Offer.   In accordance with the applicable statutory requirements, following publication of the Offer Document, the Board of Directors and the Executive Directors of PATRIZIA will publish a joint reasoned statement on the Offer.   The Offer will be made on the terms and conditions set out in the Offer Document, the publication of which is subject to approval by the German Federal Financial Supervisory Authority (Bafin). The Offer Document and further information regarding the Offer will be published on the internet at www.offer-2027.com. The acceptance period will commence upon publication of the Offer Document.     PATRIZIA: Investment manager in international smart real assets PATRIZIA has been providing investment opportunities in smart real assets for institutional, semi-professional, and private investors for more than 40 years, focusing on real estate and infrastructure. PATRIZIA’s investment solutions are driven by the “DUEL” megatrends – Digital, Urban, Energy and Living transitions – and capitalise on the opportunities arising from these transformative global shifts. PATRIZIA currently has EUR 55bn in assets under management (AUM) and employs around 800 professionals across 26 locations worldwide.   PATRIZIA has been committed to making a positive impact since its founding. In 1992, the Company began collaborating closely with Bunter Kreis (“Colourful Circle”) in Germany to provide aftercare for children with severe diseases. Since 1999, the PATRIZIA Foundation has provided 800,000 children and young people worldwide with access to education, healthcare and a safe home, enabling them to live better, self-determined lives.   For more information, visit www.patrizia.ag and www.patrizia.foundation  
Contact:
Dr Janina Rochell
Head of Investor Relations
Phone:[phone]
Mobile: [phone]
[e-mail]

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12.11.2026 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group.
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Language:	English
Company:	PATRIZIA SE
	Fuggerstraße 20
	86150 Augsburg
	Germany
Phone:	+49 (0)821 - 509 10-600
Fax:	+49 (0)821 - 509 10-999
E-mail:	[e-mail]
Internet:	www.patrizia.ag
ISIN:	DE000PAT1AG3
WKN:	PAT1AG
Indices:	SDAX
Listed:	Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate BSX
LEI Code:	5299002NZCMF1NIHZ018
EQS News ID:	2432814

End of News	EQS News Service

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2432814  12.11.2026 CET/CEST