Adler Group S.A.: Release according to Article 111c of the AktG [the German Stock Corporation Act] with the objective of Europe-wide distribution
Adler Group S.A. / Release of an announcement according to Article 111c of the AktG [the German Stock Corporation Act]
Disclosure of Material Transactions with Related Parties
Adler Group S.A., Luxembourg
Adler Group S.A. (the “Company”) signed an amendment agreement relating to the existing EUR 265 million upstream loan agreement with ADLER Real Estate Aktiengesellschaft (“ADLER Real Estate”). The agreement is dated 25 November 2022 and has been executed with the consent of the board of directors of the Company.
In accordance with Art. 7 quarter (6) para. 1 of the Luxembourg law of 24 May 2011 concerning the exercise of certain rights of shareholders of listed companies (as amended), this transaction is exempt from the disclosure requirements generally applicable to transactions with related parties, as ADLER Real Estate is a subsidiary of the Company that is not wholly owned and in which no related parties of the Company hold shares.
For the purpose of maximum transparency, the Company has nevertheless decided to publish the transaction on its website.
Pursuant to the amendment agreement, maturity of the upstream loan has been extended from 29 December 2022 to 15 April 2023. In the course of the amendment agreement, a security package consisting of land charges and share pledges will be granted for the benefit of ADLER Real Estate. The loan-to-value ratio is, as of 25 November 2022, below 60 per cent. Further, the interest rate of the loan will be increased to 5.16 per cent per annum, provided that the amendment agreement envisages that the interest rate will be verified by an independent expert and adjusted if necessary to ensure that the loan bears interest on arms’ length terms.
The terms of the loan taking into account the amendment as well as of the security granted are, based on the respective commercial projection as of the date of the relevant agreements and as of today, at arms’ length. ADLER Real Estate is still entitled to demand repayment of the loan amount extended upon occurrence of an event of default and the Company remains entitled to prepay all or part of the loan granted prior to the maturity date with 5 days' notice.
Senningerberg, 25 November 2022
Adler Group S.A.
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