ADLER Real Estate AG: Release according to Article 111c of the AktG [the German Stock Corporation Act] with the objective of Europe-wide distribution
ADLER Real Estate AG / Release of an announcement according to Article 111c of the AktG [the German Stock Corporation Act]
Disclosure of material transactions with related party in accordance with section 111c German Stock Corporation Act (Aktiengesetz, AktG)
ADLER Real Estate Aktiengesellschaft, Berlin
Today, ADLER Real Estate Aktiengesellschaft (“Company”) signed a second comfort letter (“Comfort Letter II”) in relation to the intra group loan agreement on the granting of a loan to its subsidiary, Brack Capital Properties N.V. (“BCP”) originally dated 23 May 2022, which was approved by the supervisory board of the Company in accordance with sec. 111b para. 1 AktG. Originally the loan amounted to EUR 200,000,000.00 and currently an amount of EUR 150,000,000.00 is outstanding. The Comfort Letter II will supersede the first comfort letter dated 31 March 2023. The Company holds 63.00% of the shares in BCP and therefore BCP is a related party pursuant to sec. 111a para. 1 AktG.
Pursuant to the Comfort Letter II, the Company undertakes to prolong the maturity of part of the loans granted under the intra group loan agreement in an amount of EUR 75,000,000.00 (“Prolonged Loans”) until 29 December 2024 if certain conditions are met. In particular, these conditions require that BCP makes an extraordinary voluntary redemption payment in the amount of at least EUR 75,000,000.00 no later than 31 August 2023.
The Comfort Letter II and the associated (conditional) undertaking of the Company to prolong the Prolonged Loans stands up to an arm’s length comparison. In particular, BCP will make an extraordinary voluntary redemption payment in an amount of at least EUR 75,000,000.00. In addition, the interest rate for the Prolonged Loans will be adjusted with effect from the original maturity date to 3-Month-Euribor plus a margin reflecting the then prevailing market conditions provided that such margin shall be 300 basis points. Until the maturity date of the intra group loan agreement, BCP, in its sole discretion, may inform the Company in writing to decline the Prolonged Loans.
Berlin, 28 August 2023
ADLER Real Estate Aktiengesellschaft
|ADLER Real Estate AG
|Am Karlsbad 11
|End of News
|EQS News Service