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ADLER Real Estate AG: Special Tender Offer for Brack Capital Properties N.V. successful

ADLER Real Estate AG / Key word(s): Takeover
ADLER Real Estate AG: Special Tender Offer for Brack Capital Properties N.V. successful

22-March-2018 / 18:14 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


Publication of Inside Information pursuant to Article 17 of the Market Abuse Regulation

ADLER Real Estate AG: Special Tender Offer for Brack Capital Properties N.V. successful

ADLER Real Estate AG to acquire 70 percent of the shares in Brack Capital Properties N.V. following successful Special Tender Offer for 25.8% percent

– Conditions precedent for acquisition of 41.04 percent stake in Brack Capital Properties N.V. from Redzone Empire Holding Limited fulfilled

– Further tenders possible during additional acceptance period ending on 26 March 2018

Berlin, 22 March 2018 – A large majority of shares in Brack Capital Properties N. V. (“BCP”) has been tendered into the Special Tender Offer (STO) to the shareholders of BCP which had been published on 19 February 2018. ADLER Real Estate AG (“ADLER”) has thus passed the minimum acceptance level of 5 percent. The STO has also been approved by the majority of responding BCP shareholders and is thus successful.

As the amount of tendered shares exceeds the maximum number of shares to be acquired under the STO, ADLER will acquire a pro-rata portion of all shares tendered amounting to the targeted c. 25.8 percent. The acquisition volume for the shares acquired under the STO amounts to c. ILS 877 Mio. (c. EUR 205 Mio. at yesterday’s ILS/EUR exchange rate published by Bloomberg).

With the success of the STO, the conditions precedent for the closing of the share purchase agreement which ADLER had agreed upon with Redzone Empire Holding Limited (“Redzone”) on 16 February 2018 for the acquisition of a 41.04 percent stake in BCP have also been fulfilled. ADLER expects members of BCP’s senior management to exercise their right to sell additional shares to ADLER to the extent not taken up through the STO. In total, ADLER is thus expected to acquire approximately 70 percent of the shares in BCP.

BCP shareholders may still tender their shares into the STO at unchanged terms during an additional acceptance period ending on 26 March 2:00 pm CEST.

The German Federal Cartel Office has already cleared the transaction. The settlement for all shares acquired under the STO and the closing of the share purchase agreement with Redzone are expected in early April 2018.

For enquiries, please contact:

Dr Rolf-Dieter Grass
Head of Corporate Communication
ADLER Real Estate AG
Telephone: +49 (30) 2000 914 29


Important Information

This announcement by Adler Real Estate AG is neither an offer to purchase nor a solicitation to sell securities of Brack Capital Properties N.V. (“BCP”). The conditions and further provisions relating to the special tender offer are published in the offer memorandum. Adler as bidder reserves the right to deviate from the basic terms presented herein in the terms and provisions of the special tender offer. Investors and holders of shares in BCP are strongly advised to review the offer document and all other documents related to the special tender offer, as they will contain important information. In accordance with Israeli law, the special tender offer will be conducted solely on the basis of the applicable provisions of the Israeli law, in particular the Israeli Companies Law, 1999 and the Israeli Securities Regulations (Tender Offers), 2000 (“Tender Offer Regulations”). The special tender offer is not made or intended to be made pursuant to the laws of any jurisdiction other than those of Israel. Notifications and the publication of information on the special tender offer are intended to be made in Israel only in accordance with the requirements of the Tender Offers Regulations, unless a notification or other publication is required or permitted under the respective laws of other jurisdictions.

To the extent permissible under applicable law or regulation, Adler or its brokers may purchase, or conclude agreements to purchase, shares in BCP directly or indirectly, outside of the scope of the special tender offer, before or after the period in which the special tender offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for BCP shares, such as convertible bonds. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Israel.

This announcement may contain statements, assumptions, opinions and predictions about the anticipated future development of Adler or BCP (forward-looking statements) that reproduce various assumptions regarding results derived from Adler’s or BCP’s current business or from publicly available sources that have not been subject to an independent audit or in-depth evaluation by Adler and that may turn out to be incorrect at a later stage. All forward-looking statements express current expectations based on the current business plan and various other assumptions and therefore come with risks and uncertainties that are not insignificant. All forward-looking statements should not therefore be taken as a guarantee for future performance or results and, furthermore, do not necessarily constitute appropriate indicators that the forecast results will be achieved. All forward-looking statements relate solely to the day on which this ad hoc announcement was issued to its recipients. It is the responsibility of the recipients of this ad hoc announcement to conduct a more detailed analysis of the validity of forward-looking statements and the underlying assumptions.

22-March-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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