HumanOptics AG: Merger Squeeze-out registered

November 12, 2021: HumanOptics Holding AG, Erlangen ("HOH"), and HumanOptics AG, Erlangen ("HO"), have signed a merger agreement on May 25, 2021, which provides for the exclusion of the remaining shareholders of HO (minority shareholders) in connection with the merger. On July 6, 2021, the extraordinary general meeting of HO resolved to transfer the shares of the minority shareholders of HO to the majority shareholder HOH against an adequate cash compensation in the amount of EUR 8.71 pursuant to Sections 327a et seqq. of the German Stock Corporation Act (AktG) in conjunction with Section 62 para. 5 of the German Transformation Act (UmwG).

Today, the transfer resolution has been registered with the commercial register of HO at the local court of Fürth under HRB 7714 pursuant to Section 62 para. 5 sentence 7 UmwG with the remark that this resolution shall only become effective simultaneously with the registration of the merger in the commercial register of the acquiring company. The merger was also registered today with the commercial register of HOH at the local court of Fürth under HRB 18844. With the registration of the transfer resolution with the commercial register of HO and the registration of the merger with the commercial register of HOH, all shares held by the minority shareholders of HO were transferred to the ownership (Eigentum) of HOH by law. At the same time, the merger has become effective.

The listing of the shares of HO is expected to end shortly.

For the settlement of the cash compensation, please refer to the notification that HOH will soon publish in the German Federal Gazette (Bundesanzeiger).

HumanOptics Holding AG

Aroundtown decides on launch of public delisting tender offer to shareholders of TLG IMMOBILIEN AG

October 20, 2021  

Aroundtown SA (“Aroundtown” or the “Company”) has decided today to offer to shareholders of TLG IMMOBILIEN AG (“TLG”) to purchase all no-par value bearer shares of TLG (the “TLG Shares”) by way of a public delisting tender offer (the “Offer”). Under the Offer, the Company will offer EUR 31.67 in cash as consideration for each TLG Share tendered for acceptance, subject to determination of the minimum price and the final determination in the corresponding offer document. As a public delisting tender offer, the Offer will not be subject to any closing conditions, and will, in particular, not include a minimum acceptance threshold. The Offer is designed to satisfy the criteria for a revocation of the TLG Shares’ admission to trading on the Regulated Market of the Frankfurt Stock Exchange.   

To this end, Aroundtown has entered into a delisting agreement with TLG. The delisting agreement provides that TLG will support the Offer and will file an application for the revocation of the admission to trading of the TLG Shares on the Regulated Market of the Frankfurt Stock Exchange prior to expiry of the acceptance period.  

The offer consideration in cash corresponds to the highest consideration paid by Aroundtown for the acquisition of TLG Shares within the last six months and therefore exceeds the domestic volume-weighted average stock exchange price of TLG Shares during the last six months prior to the announcement of the Offer (the “Six-Months VWAP”), calculated on the basis of publicly available information. Should the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”) notify Aroundtown of a higher statutory minimum price as a result of its determination of the Six-Months VWAP, the price under the Offer will amount to the Six-Months VWAP determined by BaFin as the statutory minimum price.  

Due to non-tender agreements entered or expected to be entered into, the Company assumes that approx. 21,172,173 TLG Shares will not be acquired under the Offer.   

The proposed Offer as well as its final terms, conditions and further provisions will be set out in the offer document which Aroundtown will publish following BaFin’s approval. Once BaFin has approved publication, the offer document will be published in accordance with the German Securities Acquisition and Takeover Act and the acceptance period for the offer will begin. Aroundtown expects the acceptance period to run from the beginning of November to the beginning of December 2021. Once available, the offer document and all other information in connection with the proposed Offer will be published on Aroundtown’s homepage under https://www.aroundtown.de/investor-relations/equity/delisting-offer-tlg-immobilien-ag/.

Aroundtown decides on launch of public delisting tender offer to the shareholders of TLG IMMOBILIEN AG

Disclosure of an inside information acc. to Art. 17 Sec. 1 of the Regulation (EU) No. 596/2014 (Market Abuse Regulation – MAR)

Grand Duchy of Luxembourg, October 20, 2021 – Today, the Board of Directors of Aroundtown SA (“Aroundtown” or “AT”), with its registered office in Luxembourg (City), Luxembourg, decided to submit a public delisting tender offer (the “Delisting Offer”) pursuant to Section 39 para. 2 sent. 3 no. 1 German Stock Exchange Act (Börsengesetz) in the form of a cash offer to the shareholders of TLG IMMOBILIEN AG (“TLG”), with its registered office in Berlin, Germany, to acquire all no-par value bearer shares in TLG, each with a notional interest in the share capital of EUR 1.00 (ISIN DE000A12B8Z4) (the “TLG Shares”) not already held by AT. 

Aroundtown currently holds a share of approx. 79.89% of the share capital of TLG. Under the Delisting Offer, AT will offer EUR 31.67 in cash as consideration for each TLG Share tendered for acceptance, subject to the determination of the minimum price and the final determination in the offer document. Due to non-tender agreements entered or expected to be entered into, the expected maximum offer consideration is approx. EUR 145,000,000 pursuant to the provisions of the German Stock Exchange Act (Börsengesetz) in conjunction with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz). The offer will not include any closing conditions. 

The Delisting Offer will otherwise be made on the terms and conditions set forth in the offer document. To the extent legally permissible, AT reserves the right to deviate from the basic information described herein. 

TLG has undertaken towards AT to apply for the revocation of the admission to trading of the TLG Shares on the Regulated Market (Regulierter Markt) (General Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (so-called Delisting) prior to the expiration of the acceptance period of the Delisting Offer.

WESTGRUND Aktiengesellschaft: Resolution on the transfer of shares are registered with the commercial register

Berlin, 4 November 2021:

The resolution of the extraordinary general meeting of WESTGRUND Aktiengesellschaft ("WESTGRUND") held on June 9, 2021 regarding the transfer of the shares of the minority shareholders of WESTGRUND to ADLER Real Estate Aktiengesellschaft ("ADLER") as the majority shareholder for an appropriate cash compensation in the amount of EUR 13.24 per no-par-value bearer WESTGRUND share was registered with the commercial register of the local court in Charlottenburg on 3 November 2021 and announced today.

Upon registration of resolution on the transfer with the commercial register, all shares held by minority shareholders of WESTGRUND are transferred by law to ADLER.

The listing of the WESTGRUND shares will be discontinued shortly.

The details of the payment of the cash compensation will be disclosed separately in the German Federal Gazette (Bundesanzeiger) in a timely manner.

Upcoming appraisal proceedings in Germany

ARENDTS ANWÄLTE will represent minority shareholders in following proceedings:

• ADLER Real Estate AG: DA (with ADO Group S.A, formerly ADO Properties S.A., as dominating party) or squeeze-out

• ADVA Optical Networking SE: business combination agreement

• AKASOL AG: merger squeeze-out

• Allgemeine Gold- und Silberscheideanstalt Aktiengesellschaft (Agosi): merger squeeze-out in favor of Umicore

• Aves One AG: DA

• Biotest AG: takeove offer

• Deutsche Industrie REIT-AG: delisting offer

• Deutsche Wohnen AG: takeover offer

• ERLUS Aktiengesellschaft: squeeze-out (end-date for applications 8 November 2021)

• HELLA GmbH & Co. KGaA

• HumanOptics AG: merger squeeze-out

• i:FAO Aktiengesellschaft: merger squeeze-out

• ISRA VISION PARSYTEC AG: squeeze-out

• KUKA AG

• MAN SE: merger squeeze-ou

• MyHammer Holding AG: merger or squeeze-out

• Nymphenburg Immobilien Aktiengesellschaft: merger squeeze-out

• Odeon Film AG: merger squeeze-out

• RIB Software SE: squeeze-out

• Sachsenmilch Aktiengesellschaft: squeeze-out

• SAINT-GOBAIN ISOVER G+H Aktiengesellschaft: squeeze-out

• Schaltbau Holding AG: DPLTA

• Sport1 Medien AG (formerly: Constantin Medien AG): squeeze-out

• Tele Columbus AG

• VTG AG: squeeze-out

• WESTGRUND Aktiengesellschaft: squeeze-out

(without obligation)

Deutsche Industrie REIT-AG: CTP N.V. announces delisting offer with voluntary share consideration

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTIONS. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014

- CTP N.V. announces delisting offer with voluntary share consideration

- Conclusion of an agreement in principle (Business Combination Agreement)

Potsdam, 26 October 2021. Deutsche Industrie REIT-AG ("DIR") and CTP N.V. ("CTP") have today signed an agreement in principle on the combination of both companies (Business Combination Agreement). In this context, CTP has announced its intention to make a voluntary public takeover offer to the shareholders of DIR for all outstanding shares of DIR ("DIR Shares") pursuant to the provisions of the Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), which at the same time fulfils the requirements of a delisting offer pursuant to the Stock Exchange Act (Börsengesetz) ("Offer"). Subject to the determination of the minimum price by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the final terms set out in the offer document to be published, CTP intends to offer a cash consideration in the amount of €17.12 per DIR Share. As voluntary alternative consideration available at the discretion of each accepting shareholder, CTP intends to offer five new shares in CTP ("Offer Shares") in exchange for four DIR Shares (equivalent to 1.25 shares in CTP for each DIR Share tendered) ("Share Consideration"). The Offer Shares will be issued with the same dividend rights as the currently issued shares of CTP and are to be created through a capital increase utilizing authorized capital of CTP. The shares of CTP are listed on Euronext Amsterdam, a regulated market of Euronext Amsterdam N.V. (ISIN: NL00150006R6), where the Offer Shares will be admitted to trading as well. The Offer will simultaneously fulfil the requirements of a delisting offer under the provisions of the Stock Exchange Act, which is necessary for the revocation of the admission of the DIR Shares to trading on the regulated market of the Berlin Stock Exchange and the Frankfurt Stock Exchange (Prime Standard) ("Delisting"). The Offer will therefore not be subject to any closing conditions.

The Share Consideration under the Offer corresponds – based on the closing prices of CTP and DIR as of 25 October 2021 - to a notional equivalent of €24.94 per DIR Share, representing a premium of approximately 48.0%. Based on the volume-weighted average price of the DIR Share during the last three months (3-month VWAP) and during the last six months (6-month VWAP), the premium of the Share Consideration under the Offer amounts to approximately 45.7% and approximately 48.0%, respectively. DIR Shareholders opting for the cash consideration under the Offer will instead receive the statutory minimum price for a delisting takeover offer, which is expected to be €17.12 per DIR Share (subject to the final determination of the minimum price by BaFin).

In the Business Combination Agreement, DIR and CTP have set forth their common understanding with respect to the economic and strategic background of the transaction, the course of the Offer, the fundamental support of the Offer by DIR's Management Board and Supervisory Board, and the common understanding with respect to the future business cooperation between the parties. In this agreement, DIR has committed to CTP to apply for a delisting of DIR to the extent legally permissible. In this context, it is planned to hold an extraordinary general meeting of DIR to resolve on the termination of its status as a REIT-AG and the necessary amendments to the articles of association.

The Management Board and the Supervisory Board of DIR welcome the Offer and intend to support it on the basis of the Business Combination Agreement and within the scope of their legal obligations, subject to a review of the complete Offer Document as well as further conditions, and to recommend to the shareholders that they accept it in return for the Share Consideration.

The completion of the Offer would create a leading pan-European listed real estate group for logistics and corporate/light industrial real estate with a combined portfolio of approximately €7.2 billion. For CTP, the transaction offers the opportunity to enter the German market, where CTP has previously not been present.

The transaction is expected to close in early 2022. Thereafter, CTP plans to merge DIR into CTP on a cross-border basis.

The Offer is supported by approximately 56% of DIR shareholders, which include companies controlled by DIR's Chief Executive Officer, through various agreements with CTP, including irrevocable tender agreements and non-tender agreements.

IMPORTANT NOTICE

This announcement is for informational purposes only and constitutes neither an invitation to sell, nor an offer to purchase, securities of Deutsche Industrie REIT-AG ("DIR"). The final terms and further provisions regarding the Offer will be disclosed in the offer document after its publication has been permitted by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Investors and holders of securities of DIR are strongly recommended to read the offer document and all announcements in connection with the Offer as soon as they are published, since they will contain important information.

To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of DIR. (...)

Highlight Communications AG sets cash compensation for the transfer of shares held by minority shareholders of Sport1 Medien AG at EUR 2.30

PRESS RELEASE

Pratteln, 25 October 2021

Highlight Communications AG, Pratteln, Switzerland, today confirmed and specified its formal request of 29 June 2021 to the Management Board of Sport1 Medien AG, Ismaning, Germany. Highlight Communications AG has set the cash compensation for the transfer of the shares of the minority shareholders of Sport1 Medien AG at EUR 2.30 per no-par value bearer share of Sport1 Medien AG.

The cash compensation is based on an expert opinion of Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Stuttgart, Germany, on the determination of the enterprise value of Sport1 Medien AG; it is based on the weighted average stock market price of Sport1 Medien AG prior to 29 June 2021.

The Annual General Meeting of Sport1 Medien AG resolving on the transfer of the shares of the minority shareholders is expected to take place on 14 December 2021.

Takeover offer for shares of Deutsche Industrie REIT-AG

PUBLICATION OF THE DECISION TO LAUNCH A VOLUNTARY PUBLIC TAKEOVER AND DELISTING OFFER PURSUANT TO SECTION 10 PARA. 1 AND 3 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBSUND ÜBERNAHMEGESETZ – “WPÜG”) IN CONJUNCTION WITH SECTION 29 PARA. 1, SECTION 34 WPÜG AND SECTION 39 PARA. 2 SENT. 3 NO. 1 OF THE GERMAN STOCK EXCHANGE ACT (BÖRSENGESETZ – “BÖRSG”) 

Bidder: 

CTP N.V. 

Apollolaan 151 

1077 AR Amsterdam, The Netherlands 

registered with the Commercial Register of the Netherlands Chamber of Commerce (Handelsregister van de Kamer van Koophandel) under trade register number 76158233 

ISIN: NL00150006R6 

Target company: 

Deutsche Industrie REIT-AG 

August-Bebel-Str. 68 

14482 Potsdam, Germany 

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Rostock under HRB 13964 

ISIN: DE000A2G9LL1 

Today, on October 26, 2021, CTP N.V., with its statutory seat in Utrecht, The Netherlands (“CTP”), decided to offer all shareholders of Deutsche Industrie REIT-AG, with its registered office in Rostock, Germany (“DIR”), to acquire all no-par value bearer shares, each share representing a pro rata amount of the share capital of EUR 1.00 (the “DIR Shares”), by way of a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) (the “Offer”). 

Subject to the determination of the statutory minimum price by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the final terms set forth in the offer document (Angebotsunterlage), CTP intends to offer a cash consideration of EUR 17.12 per DIR Share. As a voluntary alternative consideration by choice of each accepting shareholder, CTP intends to offer five new shares of CTP, each share representing a pro rata amount of CTP’s share capital of EUR 0.16 (the “Offer Shares”), in exchange for each four DIR Shares (corresponding to 1.25 shares of CTP for each tendered DIR Share) (the “Share Consideration”). The Offer Shares will be offered with the same profit participation rights as the currently issued shares by CTP and shall be created through a capital increase based on authorized capital of CTP. The shares of CTP are listed on Euronext Amsterdam, a regulated market of Euronext Amsterdam N.V. (ISIN: NL00150006R6). The same listing is intended for the Offer Shares. 

The Offer will at the same time meet the requirements of a delisting offer pursuant to Section 39 para. 2 sent. 1 and para. 3 BörsG required for a revocation of the admission to trading of the DIR Shares on the regulated market (regulierter Markt) of the Berlin Stock Exchange (Börse Berlin) and the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (Prime Standard) (the “Delisting”). In accordance with Section 39 para. 3 sent. 1 BörsG, the Offer will not be subject to any closing conditions. 

In connection with the Offer, CTP and DIR today entered into an agreement (the “Business Combination Agreement”), which addresses the common understanding of the parties with respect to the economic and strategic background of the transaction, the Offer process, as well as the general support of the Offer by DIR and its management and supervisory boards. In the Business Combination Agreement, DIR has undertaken towards CTP, to the extent legally permissible, to submit a Delisting application to the Berlin Stock Exchange and the Frankfurt Stock Exchange. In this context, it is planned that DIR convenes an extraordinary shareholders’ meeting (außerordentliche Hauptversammlung) prior to the publication of the offer document in order to resolve on the removal of the REIT status of DIR, including the resulting amendments of the articles of association. 

In order to help secure the transaction, CTP entered into irrevocable undertakings with various shareholders of DIR, including companies controlled by the CEO of DIR, supporting the Offer together comprising approximately 44% of DIR’s share capital and voting rights, in which the shareholders committed to tender their DIR Shares in the Offer in exchange for the Share Consideration. 

The Offer will be made in accordance with the terms and conditions set forth in the offer document. To the extent legally permissible, CTP reserves the right to deviate in the final terms of the Offer from the information described herein. 

The offer document, as well as further information relating to the Offer, will be published on the Internet at https://ctp.eu/investors/takeover-offers/DIR-takeover. 

Disclaimer: 

This announcement is for information purposes only and neither constitutes an offer to purchase or exchange nor an invitation to sell or to make an offer to exchange, securities of Deutsche Industrie REIT-AG (“DIR”) or CTP N.V. (“CTP”). The final terms and further provisions regarding the public takeover and delisting offer (the “Offer”) will be disclosed in the offer document once its publication will have been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). CTP reserves the right to deviate in the final terms and conditions of the Offer from the basic information described herein. Investors and holders of securities of DIR are strongly recommended to read the offer document and all announcements in connection with the Offer as soon as they are published, as they contain or will contain important information. 

The Offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”). The Offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany. (...)

To the extent that any announcements on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of CTP and the persons acting in conjunction with CTP, for example with regard to the potential consequences of the Offer for DIR, for those shareholders of DIR who choose not to accept the Offer or for future financial results of DIR. Such forward-looking statements are based on current plans, estimates and forecasts which CTP and the persons acting in conjunction with CTP have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by CTP or the persons acting in conjunction with CTP. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. 

Amsterdam, October 26, 2021 

CTP N.V.

WESTGRUND Aktiengesellschaft: WESTGRUND AG initiates review of strategic options

Publication of a notice pursuant to Article 17 (1) of the Market Abuse Regulation (Regulation (EU) No. 596/2014) 

NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN

Berlin, 4 October 2021:

WESTGRUND Aktiengesellschaft ("WESTGRUND") has been notified that its major shareholder ADLER Real Estate AG and ADLER Group S.A. today both decided to initiate a review of strategic options after ADLER Group S.A. was approached multiple times by interested institutional parties relating to its yielding assets portfolio. Any actions would serve to reduce leverage.

Subject to the approval of its supervisory board, WESTGRUND will itself initiate a review of strategic options. The process may result in the sale of a substantial part of the yielding assets directly and indirectly held by WESTGRUND. Potential proceeds could be used for measures still to be determined.

IRLE MOSER Rechtsanwälte PartG: Cevdet Caner - Criminal complaint against Fraser Perring et al.

The issuer is solely responsible for the content of this announcement.

Berlin, October 11, 2021 - Cevdet Caner, who, along with Adler Group SA and other individuals and companies, is the focus of the latest report by the notorious short-seller Fraser Perring and his company Viceroy Research, filed a criminal complaint against Fraser Perring and all persons involved in their so-called "research report" with the Public Prosecutor's Office today, 11 October 2021.

The criminal complaint is based on the well-founded suspicion that Fraser Perring and other contributors have committed a criminal offence by publishing their report and, in particular the criminal offence of market manipulation pursuant to section 119 WPHG. The central accusation is the publication of a demonstrably false report with the aim of unlawfully influencing the share price of Adler Group SA to the personal advantage of Fraser Perring and any accomplices, an action that is referred to as "short and distort".

Cevdet Caner announces that he will fully, relentlessly and persistently cooperate with the relevant financial regulators as well as the Public Prosecutor's Office and will leave no stone unturned to debunk what he considers to be market manipulative false allegations published by Fraser Perring and Viceroy Research, as well as to expose the dubious business model, practices and network of Fraser Perring. A comprehensive civil claim against Fraser Perring and Viceroy Research LLC in Germany, the UK and the US is also in preparation.

ADLER Real Estate Aktiengesellschaft: 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

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

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.

ADLER Group S.A. to deliver on accelerated deleveraging with asset disposals at premium to book value

Corporate News

- Ca. 15,500 units to be sold to LEG at a value of ca. EUR 1.5bn

- ADLER to focus on strong top 7 cities in Germany

Berlin, 11 October 2021 - ADLER Group S.A. ("ADLER") accelerates deleveraging and focusses its portfolio on stronger cities by signing a term sheet with LEG Immobilien SE in order to sell ca 15,500 units.

The transaction valuation of ca EUR 1.5bn is at a premium to the respective book value appraised by CBRE as of end of June 2021.

This is a clear reflection of the high quality profile of ADLER's portfolio as well as the highly competitive and liquid landscape of the German residential yielding market.

The assets to be disposed are located amongst others in Wilhelmshaven, Göttingen and Wolfsburg, leading to a portfolio more focussed on Germany's strong top 7 cities for the remaining yielding portfolio of ADLER.

The net proceeds, i.a. after repayment of secured loans, are expected to be at around EUR 800m, thus accelerating deleveraging with the LTV target of below 50%.

Closing of the transaction is subject to 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.

This disposal would have no impact on ADLER's recently increased financial guidance for 2021 with a Net Rental Income target of EUR 340-345m and an FFO 1 target of EUR 135-140m.

Aareal Bank confirms open-ended discussions with a group of financial investors regarding an acquisition of a majority interest

Public disclosure of inside information in accordance with Article 17 of Regulation 596/2014 (EU)

07.10.2021 04:19 p.m. - Aareal Bank AG confirms that its Management Board has entered into talks whose outcome is open regarding a potential acquisition of a majority interest in Aareal Bank by a group of financial investors led by Centerbridge and TowerBrook, and with participation of Advent, after having been approached by them with the aim of exploring potential strategic opportunities for the Bank.

Aareal Bank AG confirms that its Management Board has entered into talks whose outcome is open regarding a potential acquisition of a majority interest in Aareal Bank by a group of financial investors led by Centerbridge and TowerBrook, and with participation of Advent, after having been approached by them with the aim of exploring potential strategic opportunities for the Bank.

In this context, these investors have raised the possibility of submitting a public offer for an indicative price of EUR 29.00 per share. This represents a premium of ca. 35% over the volume weighted average Aareal Bank share price during the last three months. The investors are currently being given access to business information of Aareal Bank. It is currently uncertain whether these talks will result in a transaction or an offer to Aareal Bank shareholders.

Aggregate Holdings SA: Vonovia acquires an option over 13.3% stake in Adler Group from Aggregate Holdings

Luxembourg, 08.10.2021

Luxembourg, 8 October 2021. Aggregate Holdings S.A. ("Aggregate") today announces it has entered among other things into a call option agreement with Vonovia SE (“Vonovia”) whereby Vonovia has the right to acquire a 13.3% stake in Adler Group S.A. (“Adler Group”) at a price significantly in excess of Adler Group’s latest closing share price. The call option has a term of 18 months.

Benjamin Lee, Chief Financial Officer and John Nacos, Chief Investment Officer at Aggregate, said: “This agreement provides Aggregate with the backing of the leading residential real estate company in Europe to continue the development of Adler Group. It is a demonstration of the strength of Adler Group and the experience of Aggregate as a real estate investor.”

As part of this transaction, Aggregate group is repaying its outstanding margin loan relating to its strategic stake in Adler Group.

Aggregate Holdings S.A. : Vonovia acquires an option over 13.3% stake in Adler Group from Aggregate Holdings

Luxembourg, 07.10.2021

Ad-hoc announcement

Luxembourg, 7 October 2021. Aggregate Holdings S.A. ("Aggregate") has entered among other things into a call option agreement with Vonovia SE (“Vonovia”) whereby Vonovia has the right to acquire a 13.3% stake in Adler Group S.A. (“Adler Group”) at a price significantly in excess of Adler Group’s latest closing share price. The call option has a term of 18 months.

Adler Group S.A.: First Statement on the Report from Viceroy

The issuer is solely responsible for the content of this announcement.

Berlin, 06 October 2021 - ADLER Group S.A. ("ADLER") is subject to a report published today by "Viceroy Research", which is related to short-seller Fraser Perring. This report includes allegations which ADLER strongly rejects.

A key allegation is that the real estate asset values on ADLER's balance sheet are artificially inflated. This is evidently false. The real estate value set forth in ADLER's balance sheet has been determined by independent market leading real estate property appraisers and confirmed independently by financing banks. Contrary to the report, during the last twelve months ADLER has sold several real estate portfolios with purchase prices above the values accounted for in ADLER's balance sheet. Details have been published previously. Moreover, as reported, ADLER has been approached by a number of institutional investors in the last days and weeks, who want to acquire large parts of the yielding asset portfolio. ADLER is assessing such approaches as part of its ongoing review of strategic options.

Therefore, contrary to the report, no default under notes issues by ADLER or any of its subsidiaries has occurred or is continuing.

The 61-page report includes numerous other allegations that are false. ADLER is currently preparing a detailed response to these allegations and will comment on them shortly.