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 Parties in Accordance with Section 111c German Stock Corporation Act (Aktiengesetz, AktG)
ADLER Real Estate Aktiengesellschaft, Berlin
ADLER Real Estate Aktiengesellschaft (“Company”) signed a loan agreement on the granting of a loan in an amount of up to EUR 200 million to its subsidiary, Brack Capital Properties N.V. (“BCP“), approved by the supervisory board of the Company in accordance with sec. 111b para. 1 AktG (German Stock Corporation Act – Aktiengesetz). The Company holds 63.00% of the shares in BCP and therefore BCP is a related party pursuant to sec. 111a para. 1 AktG.
The loan agreement provides for a term loan facility A with a nominal amount of up to EUR 100 million (“Facility A”), a term loan facility B with a nominal amount of up to EUR 50 million (“Facility B”) and a term loan facility C with a nominal amount of up to EUR 50 million (“Facility C”). Facility A may be drawn from the date of the loan agreement until 31 May 2022, Facility B from 1 September 2022 until 30 December 2022 and Facility C from 1 December 2022 until 31 March 2023.
By granting the loan to BCP, the Company’s excess liquidity is used efficiently. The Company does not plan to invest the current cash reserves in further assets.
The granting of the loan to BCP stands up to an arm’s length comparison. This transaction involves the granting of a loan at an arm’s length interest rate. The standard market terms for bank and capital market financing apply. In particular, the Company may demand repayment of the amounts extended at any time in the event of non-performance by BCP. In addition, the granting of the loan does not result in any significant new debt for BCP, since BCP has undertaken that the funds drawn under loan agreement may only be used for the payment of real estate transfer tax payable in connection with the acquisition of shares in BCP by LEG Grundstückverwaltungs GmbH or to refinance existing financial indebtedness. BCP, on the other hand, has the right to prepay all or part of the loan in amount of EUR 500,000 or a multiple thereof with 5 days’ notice.
Berlin, May 23, 2022
ADLER Real Estate Aktiengesellschaft
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