ADLER Real Estate AG  / Key word(s): Corporate Action10.06.2016 14:52Dissemination of an Ad hoc announcement according to § 15 WpHG, transmittedby DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.---------------------------------------------------------------------------Ad-hoc announcement (§ 15 WpHG)ADLER Real Estate AG approves issue of convertible notes around EUR 150millionHamburg, 10 June 2016. The Management Board of ADLER Real Estate AG,Frankfurt am Main (ISIN DE0005008007) has decided today, with the approvalof the Supervisory Board, to issue around EUR 150 million, principalamount, of convertible notes with a five-year term convertible into sharesof ADLER Real Estate AG.The conversion price is expected to be set at a 25 - 30% premium to thevolume weighted average price of ADLER Real Estate AG's listed stock on theFrankfurt a Main on the pricing date. The interest rate is expected to beset between 1.50 % p.a. and 2.50 % p.a. Final pricing information isexpected to be released by ad-hoc announcement on 15 June 2016 at thelatest and published in the Federal Gazette on 17 June 2016.Net of issue-related costs, the funds raised will be used to refinanceexisting loans and bonds with comparatively high interest rates, to financefuture real estate acquisitions, to modernise the company's existing realestate portfolio and for general corporate purposes.The issue and subscription price (also corresponding to the nominal amountand initial conversion price for the convertible notes) and the interestrate for the new convertible notes will be set by the Management Board,subject to approval by the Supervisory Board. This will take placefollowing completion of a private placement and will be based on a book-building process.The convertible notes offering is composed of a private placement and apublic offer in the form of subscription rights offering addressed to thecompany's shareholders and holders of the 2013/2017 convertible notes (EUR10 million, 6.0%, ISIN: DE000A1TNEE3), holders of the 2013/2018 convertiblenotes (EUR 11.25 million, 6.0%, ISIN: DE000A1YCMH2) and holders of the2015/2018 mandatory convertible notes (EUR 175 million, 0.5%, ISIN:DE000A161ZA7). The private placement is expected to be executed directlybefore or at the beginning of the subscription period and will be addressedexclusively to qualified investors as defined in § 2 No. 6 of the GermanSecurities Prospectus Act (subject to corresponding clawbacks uponallocation) in select jurisdictions outside the United States of Americapursuant to Regulation S of the U.S. Securities Act.For shareholders and holders of the existing 2013/2017 and 2013/2018convertible notes, the subscription ratio will be 13 to 2, i.e. two newconvertible notes may be subscribed for every 13 shares or convertiblenotes already held. Holders of the 2015/2018 mandatory convertible notesmay subscribe for 932 new convertible notes for every existing partial notewith a nominal amount of EUR 100,000 already held.The subscription offer is expected to be published in the German FederalGazette on 13 June 2016 and the subscription period within whichsubscription rights may be exercised by the rights holders is expected tobegin on 14 June 2016 and end on 27 June 2016 (both days inclusive).ODDO & Cie, Paris, ODDO SEYDLER BANK AG, Frankfurt am Main and StifelNicolaus Europe Limited, London are acting as joint book runners for thetransaction. BHF-Bank AG is acting as selling agent.The full subscription offer is expected to be published on 13 June 2016 inthe Federal Gazette and in the "Investor Relations" section of the websiteof ADLER Real Estate AG at www.adler-ag.com.The Management BoardDisclaimer:This publication does not constitute an offer to sell nor a solicitation ofan offer to buy or subscribe for any securities. No offer of securities ofthe ADLER Real Estate AG is being, or will be, made to the public outsideGermany. The proposed offer in Germany will be made exclusively by means ofa securities prospectus to be published and filed with the GermanBundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Such securitiesprospectus will at the appropriate time be made available free of charge atADLER Real Estate AG.The distribution of this publication may be restricted by law in certainjurisdictions. Persons into whose possession this publication comes arerequested to inform themselves about and to observe any such restrictions.The failure to comply with such restrictions could constitute and aviolation of the securities laws of such jurisdiction.In the member states of the European Economic Area (EEA) (other thanGermany) the securities referred to herein will be offered on the basis ofan 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 doesnot constitute an offer of securities for sale or a solicitation of anoffer to purchase securities in the United States. The securities referredto herein have not been and will not be registered under the United StatesSecurities Act of 1933, as amended (the Securities Act), or with anysecurities regulatory authority of any state or other jurisdiction of theUnited States, and may not be offered or sold within the United Statesexcept pursuant to an exemption from the registration requirements of theSecurities Act and any applicable securities laws of any state or otherjurisdiction of the United States. No public offering of securities will bemade in the United States.In the United Kingdom, this document is only being distributed to and isonly directed at persons who (i) are investment professionals fallingwithin Article 19(5) of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005 (as amended) (the Order) or (ii) arepersons falling within Article 49(2)(a) to (d) of the Order (high net worthcompanies, unincorporated associations, etc.) (all such persons togetherbeing referred to as Relevant Persons). This document is directed only atRelevant Persons and must not be acted on or relied on by persons who arenot Relevant Persons. Any investment or investment activity to which thisdocument relates is available only to Relevant Persons and will be engagedin only with Relevant Persons.Contact for enquiries:Dr. Rolf-Dieter GrassADLER Real Estate AGTel: 030 2000 91429r.grass@adler-ag.com10.06.2016 The DGAP Distribution Services include Regulatory Announcements,Financial/Corporate News and Press Releases.Media archive at www.dgap.de--------------------------------------------------------------------------- Language:     EnglishCompany:      ADLER Real Estate AG              Herriotstr. 5              60528 Frankfurt am Main              GermanyPhone:        +49 (0)40 - 29 8130-0Fax:          +49 (0)40 - 29 8130-99E-mail:       info@adler-ag.comInternet:     www.adler-ag.comISIN:         DE0005008007, XS1211417362, DE000A1R1A42, DE000A11QF02WKN:          500800, A14J3Z, A1R1A4, A11QF0Indices:      SDAX, GPR General IndexListed:       Regulated Market in Frankfurt (Prime Standard); Regulated              Unofficial Market in Berlin, Dusseldorf, Hamburg End of Announcement                             DGAP News-Service ---------------------------------------------------------------------------