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CONSUS Real Estate AG: ADO Properties S.A. acquires control

CONSUS Real Estate AG / Key word(s): Takeover/Investment
CONSUS Real Estate AG: ADO Properties S.A. acquires control

29-Jun-2020 / 06:56 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.

Berlin, 29 June 2020 – ADO Properties S.A. (“ADO“) announced today that it has exercised its call option to acquire control of Consus Real Estate AG (the “Company“). ADO also intends to launch a public voluntary tender offer at the same 0.2390x ADO shares for each share of the Company (to be adjusted for a rights issue) to all remaining minority shareholders of the Company in due course.

Consus expects that the acquisition of control by ADO results in the occurrence of a change of control in accordance with the terms of the Company’s EUR 450m 9.625% senior secured bond due 2024 (the “Senior Secured Bond”) and  the Company’s EUR 200m 4.00% convertible bond due 2022 (the “Convertible Bond”). The Company will make all required notices under the terms of the Senior Secured Bond and the Convertible Bond.

Furthermore, ADO has announced that it intends to change the Company’ business strategy to focus on build-to-hold as part of the combined group. Under a revised business strategy, the Company expects that certain forward sales and upfront sales currently planned for 2020, which would have contributed to the Company’s 2020 results, will not be undertaken. For this reason, the Company is withdrawing its guidance of an Adjusted EBITDA of approx. EUR 450m for 2020.

Upon settlement of the call option and ADO acquiring control, Andreas Steyer (CEO) and Benjamin Lee (CFO) will leave the Company and during a transition period will continue to support it.

Investor Relations
phone +49 30 96535790264

Information and Explanation of the Issuer to this News:

About Consus
Consus Real Estate AG ('Consus'), with its headquarters in Berlin, is the leading real estate developer in the top 9 cities in Germany. As of 31 March 2020, Consus' development portfolio had a gross development value (GDV) of EUR 12.3 billion. Pro forma for the two upfront sales announced in May 2020, the development portfolio has a GDV of EUR 8.0 billion. Consus focuses on the development of neighbourhoods and standardised multi-storey residential construction, which are sold to institutional investors through forward sales. Due to its own construction expertise and the digitalisation of construction processes, Consus operates along the entire value chain of real estate development. Consus provides the realisation of projects from planning and execution to handover, property management and related services through its subsidiaries Consus RE AG and Consus Swiss Finance AG. The shares of Consus are included in the scale segment of the Frankfurt Stock Exchange and the m:access segment of the Munich Stock Exchange and are traded via XETRA in Frankfurt, among others.
This document and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell, or a solicitation of an offer to buy, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in the United States absent registration or pursuant to an available exemption from registration under the Securities Act.
This document does not constitute an offer document or an offer of securities to the public in the U.K. to which section 85 of the Financial Services and Markets Act 2000 of the U.K. applies and should not be considered as a recommendation that any person should subscribe for or purchase any securities as part of the Offer. This document is being communicated only to (i) persons who are outside the U.K.; (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order') or (iii) high net worth companies, unincorporated associations and other bodies who fall within article 49(2)(a) to (d) of the Order (all such persons together being referred to as 'Relevant Persons'). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This document should not be published, reproduced, distributed or otherwise made available, in whole or in part, to any other person without the prior consent of the Company.
This document contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of the Company. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting the Company, and other factors. The Company does not assume any obligations to update any forward-looking statements.

29-Jun-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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