ADLER Real Estate AG / Key word(s): Issue of Debt 31.03.2015 16:34 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad hoc disclosure pursuant to section 15 WpHG ADLER Real Estate AG resolves to issue a corporate bond - Placement only with qualified investors outside the United States - Coupon to be determined after book-building process - Issuance volume of up to EUR300 million - Issuance proceeds to be used primarily to finance takeover of WESTGRUND AG Hamburg, 31 March 2015. ADLER Real Estate Aktiengesellschaft ("ADLER Real Estate", ISIN: DE0005008007 / German Securities Identification Number (WKN): 500800), Frankfurt am Main, today resolved to issue a corporate bond with a volume of up to EUR300 million. The Management Board and Supervisory Board of ADLER Real Estate adopted a corresponding general resolution today. The bond will only be offered in a private placement and exclusively with qualified investors outside the United States of America. A public offer of the corporate bond will not take place. The new corporate bond from ADLER Real Estate has a maturity of five years. The coupon of the bond has not yet been set and will be determined by way of a book-building process. Interest payments will be made semi-annually. The net issue proceeds will be used primarily to finance the takeover of WESTGRUND AG, Berlin. Net proceeds not required for funding the takeover will be used to refinance existing liabilities of ADLER Group. ADLER Real Estate AG has entered into irrevocable undertakings with existing shareholders of WESTGRUND AG to tender their shares and has thereby secured over 50% of the shares in WESTGRUND AG. These irrevocable undertakings are intended to ensure that these shares are submitted as part of the offer. The acquisition is to be implemented by way of a voluntary public takeover offer pursuant to the German Takeover Act (WpÃG). ODDO SEYDLER BANK AG, Frankfurt am Main, is acting as Sole Global Coordinator on the transaction and together with ODDO & CIE., Paris, as Joint Bookrunner. Disclaimer: This disclosure constitutes neither an offer to sell nor an invitation to submit an offer to purchase or subscribe for securities. No public offer of bonds of ADLER Real Estate Aktiengesellschaft will take place. The distribution of this disclosure may be subject to legal restrictions in certain jurisdictions. Persons who come into possession of this disclosure are required to inform themselves of such restrictions and comply with them. Non-compliance with such restrictions may constitute an infringement of the securities laws of the respective jurisdiction. This disclosure is not intended for distribution in or within the United States of America, Canada, Australia or Japan or in other jurisdictions in which an offer or an invitation to submit an offer is subject to legal restrictions. This disclosure does not constitute a public offer for securities in the United States. The bond is not and will not be registered in accordance with the U.S. Securities Act of 1933 as currently amended (the "Securities Act") and may be offered or sold in the United States of America only on the basis of a registration or an applicable exemption from the registration requirement in accordance with the Securities Act. For enquiries, please contact: PRESS: german communications dbk ag Jörg Bretschneider Milchstr. 6 B, 20148 Hamburg Tel.: +49 (0)40/46 88 33 0, Fax: +49 (0)40/47 81 80 presse@german-communications.com INVESTOR RELATIONS: Hillermann Consulting Christian Hillermann PoststraÃe 14, 20354 Hamburg Tel.: +49 (0)40/32 02 79 10, Fax: +49 (0)40/32 02 79 114 c.hillermann@hillermann-consulting.de 31.03.2015 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: ADLER Real Estate AG Herriotstr. 5 60528 Frankfurt am Main Germany Phone: +49 (0)40 - 29 8130-0 Fax: +49 (0)40 - 29 8130-99 E-mail: info@adler-ag.com Internet: www.adler-ag.com ISIN: DE0005008007, DE000A1R1A42, DE000A11QF02 WKN: 500800, A1R1A4, A11QF0 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg End of Announcement DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: ADLER Real Estate AG: ADLER Real Estate AG resolves to issue a corporate bond
| Source: EQS Group AG