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ADLER REAL ESTATE AG (FRA:ADL) ADLER Real Estate AG adjusts terms of issue of its convertible notes 2016/2021

Directive transparence : information réglementée

11/07/2016 09:44
ADLER Real Estate AG / Key word(s): Corporate Action 11.07.2016 09:44 Disclosure of an inside information according to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Publication of insider information pursuant to Article 17 of the Market Abuse Regulation (Regulation (EU) No. 596/2014) ADLER Real Estate AG adjusts terms of issue of its convertible notes 2016/2021; book-building starts today; investors related to existing anchor shareholders indicate support Hamburg, 11 July, 2016: The Management Board of ADLER Real Estate AG (the "Company") today resolved, with the consent of the Supervisory Board of the Company, to launch the accelerated book-building process with respect to its offering of convertible notes 2016/2021 (the "Notes") today. The Notes will be issued at an issue price of 95% of the nominal amount. The coupon is fixed at 2.5% and the conversion premium has been adjusted to 15% above the reference price, which will be fixed as the volume weighted average price of the Company's share price between launch and pricing of the accelerated book-building process. The transaction volume is a function of the initial conversion price, which corresponds to the nominal amount of the Notes, and the number of Notes issued. The intention of the Management Board is to issue up to 10 million Notes (corresponding to the same amount of underlying shares) which currently equates to a placing volume of approximately EUR 130 million. Furthermore, certain investors related to anchor shareholders of the Company have indicated their support for the current issue and have agreed to subscribe for Notes of up to EUR 50 million in nominal value. No changes were made to the timetable of the offering: the subscription period ends on 15 July 2016 and the issue date is still expected to be 19 July 2016. ADLER Real Estate AG will publish a supplement to the approved securities prospectus dated 10 June 2016, as supplemented on 17 June 2016 and 5 July 2016, in relation to the adjusted terms of the issue in due course. Disclaimer: This publication does not constitute an offer to sell nor a solicitation of an offer to buy or subscribe for any securities. No offer of securities of the ADLER Real Estate AG is being, or will be, made to the public outside Germany. The offer in Germany is being made exclusively on the basis of the securities prospectus which has been published and filed with the German Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) including any supplements thereto. Any decision to invest in the securities of the ADLER Real Estate AG offered should solely be based on the securities prospectus including any supplements thereto. Copies of the securities prospectus (including any supplements thereto) are available free of charge at the offices of ADLER Real Estate AG (Gänsemarkt 50, 20354 Hamburg/Germany) as well as on the website of ADLER Real Estate AG (http://www.adler-ag.com). The distribution of this publication may be restricted by law in certain jurisdictions. Persons into whose possession this publication comes are requested to inform themselves about and to observe any such restrictions. The failure to comply with such restrictions could constitute and a violation of the securities laws of such jurisdiction. In the member states of the European Economic Area (EEA) (other than Germany) the securities referred to herein will be offered on the basis of an exemption from the requirement to publish a securities prospectus. Accordingly, this publication is only directed to, and is limited to, persons within the member states of the EEA who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended from time to time). The material set forth herein is for informational purposes only and does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States except pursuant to an exemption from the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction of the United States. No public offering of securities will be made in the United States. In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the Order) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as Relevant Persons). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. 11.07.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at 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, XS1211417362, DE000A1R1A42, DE000A11QF02 WKN: 500800, A14J3Z, A1R1A4, A11QF0 Indices: SDAX, GPR General Index Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange End of Announcement DGAP News-Service ---------------------------------------------------------------------------