CONSUS Real Estate AG acquires ca. 58% stake in GxP German Properties AG with a portfolio of 12 office properties and a total GAV of ca. EUR 164 million

Leipzig, 10. November 2017 - CONSUS Real Estate AG ("CONSUS", ISIN DE000A2DA414) acquires a majority stake of ca. 58% in GxP German Properties AG (GxP), headquartered in Berlin. CONSUS will finance the acquisition through existing financing means. The parties agreed not to disclose the purchase price. CONSUS expects the transaction to be accretive on a NAV and NAV/ share basis.

CONSUS will strengthen the segment of buy-to-hold commercial assets from currently 8 office properties and a total GAV of EUR 145.5 million to 20 offices and a total GAV of EUR 309.6 million through the acquisition of the majority stake. In the CONSUS segment of high yielding commercial assets including CG assets CONSUS will reach a critical mass of EUR 508 million GAV upon completion of the transaction. The office assets and the developed CG commercial assets generate an annualized net rental income of around EUR 28 million with strong recurring FFO.

The recurring rental income of the commercial assets is supporting the strong growth business as leading German residential developer in Germany’s 9 largest cities.

Judical review proceedings regarding the domination and profit and loss transfer agreement with MAN SE: Final decision probably not until 2018

by Attorney-at-law Martin Arendts, M.B.L.-HSG

In the award proceedings with regard to the domination and profit and loss transfer agreement with MAN SE (as a company controlled by VW Group) the District Court of Munich (Landgericht München I) raised the cash compensation clearly from EUR 80.89 to EUR 90.29 per common share or preference share, see http://spruchverfahren.blogspot.de/2015/07/lg-munchen-i-erhoht-barabfindung-im.html. The annual compensation payment (so-called "guaranteed dividend") remained unchanged.

Both Volkswagen Truck & Bus GmbH, a subsidiary of VW, and several applicants lodged complaints against this first instance decision. The court did not remedy its decision by resolution of 24 November 2015 and submitted the case to the Higher Regional Court (Oberlandesgericht München), cf. https://spruchverfahren.blogspot.de/2015/12/spruchverfahren-zum-beherrschungs-und.html.

In view of numerous inquiries and apparently also in view of the announcement of minority shareholders that a decision will be issued later this year (see: https://spruchverfahren.blogspot.de/2017/07/effecten-spiegel-ag-zur-postbank.html), the Higher Regional Court has now pointed to the heavy burden of the court. In view of the large number of older award proceedings, a final decision "at the earliest in 2018" is to be expected.

OLG München, file no. 31 Wx 382/15
LG München I, decision of 31 July 2015, file no. 5 HK O 16371/13
Helfrich, M. et al. ./. Volkswagen Truck & Bus GmbH (formerly: Truck & Bus GmbH)
162 applicants
Joint Representative: Attorney-at-law Bergdolt, 80801 Munich
Attorneys of Volkswagen Truck & Bus GmbH: law firm Linklaters, 81675 Munich