ADLER Group S.A.

  • WKN: A14U78
  • ISIN: LU1250154413
  • Land: Luxemburg

Nachricht vom 06.07.2020 | 18:07

ADO Properties S.A.: ADO Properties S.A. completes acquisition of control in Consus Real Estate AG

DGAP-News: ADO Properties S.A. / Key word(s): Mergers & Acquisitions
06.07.2020 / 18:07
The issuer is solely responsible for the content of this announcement.

ADO Properties S.A. completes acquisition of control in Consus Real Estate AG

- 65.1% currently held in Consus following settlement of call option with Aggregate

- Voluntary public tender offer to be made to remaining minority shareholders in Consus as envisaged

- 0.272 new ADO shares to be offered for each Consus share

- Additional 20.5% in Consus secured under irrevocable undertakings

Berlin, 6 July 2020 - Following exercise of the call option on 2 July 2020, ADO Properties S.A. ("ADO") announces that the call option has been successfully settled and ADO has control of Consus Real Estate AG ("Consus"). In connection with the settlement of the call option, ADO issued 1,946,093 new shares and transferred 14,692,889 existing shares previously held by ADLER Real Estate AG to Aggregate Holdings S.A. ("Aggregate") in exchange for 69,619,173 shares in Consus. As a result, Aggregate currently holds approx. 22.5% in ADO and ADO currently holds approx. 65.1% in Consus.

Following settlement of the call option, ADO intends to make an offer to all Consus' shareholders to acquire their Consus-shares (ISIN: DE000A2DA414) by way of a voluntary public tender offer in the form of an exchange offer (the "Tender Offer"). The Tender Offer will be based on an exchange ratio of 0.272 new ADO shares for each Consus share, corresponding to the exchange ratio under the call option as adjusted for the rights issue. In connection with the Tender Offer, ADO has received irrevocable undertakings from Consus shareholders representing a total of approx. 20.5% of Consus' share capital, to tender their shares into the Tender Offer, resulting in a shareholding of at least 85% in Consus at the launch of the Tender Offer.

Investor Relations:

T +352 278 456 710
F +352 203 015 00
E ir@ado.properties

Media Relations:

Finsbury
Gordon Simpson
E Gordon.Simpson@finsbury.com
Ed Simpkins
E Edward.Simpkins@finsbury.com
T +44 207 251 3801

Hering Schuppener
Christian Falkowski
E cfalkowski@heringschuppener.com
T +49 69 92 18 74 64

IMPORTANT INFORMATION

This release is neither an advertisement nor a securities prospectus and should not be relied upon in making any investment decision to purchase, subscribe for or otherwise acquire any securities. The information and opinions contained in this release are provided as at the date of this release, are subject to change without notice and do not purport to contain all information that may be required to evaluate ADO Properties S.A. ("ADO Properties"). No reliance may or should be placed for any purpose whatsoever on the information contained in this release, or any other information discussed verbally, or on its completeness, accuracy or fairness.

This release is not and may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of ADO Properties in the United States of America, Australia, Canada, Japan or any other jurisdiction in which such offer, sale or solicitation is unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities referred to herein may not and will not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.

The securities offered by ADO Properties may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or an applicable exemption from registration. This publication may not be distributed, directly or indirectly, into the United States, other than to qualified institutional buyers under Rule 144A under the U.S. Securities Act ("Rule 144A"). Furthermore, outside the United States, this publication may only be distributed, directly or indirectly, to non-U.S. persons within the meaning of Regulation S under the U.S. Securities Act ("Regulation S").

In the United Kingdom, this release is only being distributed to and is only directed at persons (i) who have professional experience in matters relating to investments being defined in Article 19(5) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO"), (ii) who fall within Article 49(2)(a)-(d) of the FPO, (iii) who are outside the United Kingdom, or (iv) to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the United Kingdom Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This release is directed only at Relevant Persons and must not be acted on or relied upon by persons who are not Relevant Persons. Any investment or investment activity to which this release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In any member state of the European Economic Area, other than Germany and Luxembourg, or the United Kingdom, this release is only addressed to and is only directed at "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended (the "Prospectus Regulation"). This release is not an advertisement and not a prospectus for the purposes of the Prospectus Regulation. This release and the information contained herein are for information purposes only and constitute neither a prospectus nor an offer to sell or a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published (the "Prospectus"). An investment decision regarding the publicly offered securities of ADO Properties should only be made on the basis of the Prospectus. The Prospectus will be published promptly upon approval by the Commission de Surveillance du Secteur Financier (CSSF) and will be available free of charge at ADO Properties S.A., 1B, Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg, or on the website of ADO Properties at https://www.ado.properties.

Certain statements contained in this release may constitute "forward-looking statements" that involve a number of risks and uncertainties. Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions, forecasts, estimates, projections, opinions or plans that are inherently subject to significant risks, as well as uncertainties and contingencies that are subject to change. No representation is made or will be made by ADO Properties that any forward-looking statement will be achieved or will prove to be correct. The actual future business, financial position, results of operations and prospects may differ materially from those projected or forecast in the forward-looking statements. ADO Properties does not assume any obligation to update, and does not expect to publicly update, or publicly revise, any forward-looking statements or other information contained in this release, whether as a result of new information, future events or otherwise, except as otherwise required by law.



06.07.2020 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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