Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan or any other jurisdiction in which the distribution or release would be unlawful.
 

• Issuance of up to 3,499,999 new shares, representing approximately 10% of the currently issued share capital
• Proceeds to be used for continued growth by acquiring further residential portfolios in Berlin in line with its strategy
• ADO Group Limited has committed to support ADO Properties in its capital increase by purchasing shares pro rata to its current 37.0 percent shareholding

Berlin, 20 April 2016: The Board of Directors of ADO Properties S.A. ("ADO Properties" or the "Company") resolved today to carry out a capital increase excluding pre-emptive rights of existing shareholders. The Company intends to issue up to 3,499,999 new shares (the "Placement Shares"), thereby increasing its share capital to up to 38,499,999 shares, which represents an increase of approximately 10% of the currently issued share capital, by means of an accelerated bookbuild offering (the "Placement").

The Company intends to use the net proceeds to finance the acquisition of further residential portfolios in Berlin, thereby continuing its successful growth in line with its strategy, and for general corporate purposes.

The Placement will be launched with immediate effect and is expected to end before markets open tomorrow, subject to acceleration or extension. The Company will determine the final number of Placement Shares to be issued and the price at which the Placement Shares will be placed (the "Placement Price") following the conclusion of the accelerated bookbuild offering.

ADO Group Limited has committed to support ADO Properties in its capital increase by purchasing at the Placement Price Placement Shares pro rata to retain its 37.0 percent shareholding in the Company.

The Placement Shares will be offered exclusively (except with regard to ADO Group Limited) to institutional investors in Germany and elsewhere in Europe in offshore transactions as defined in, and in reliance on, Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and in the United States only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act ("Rule 144A")) pursuant to Rule 144A.

The Placement Shares are entitled to full dividend in respect of any dividend declarations by the Company after the date of issue of the Placement Shares. The Placement Shares are expected to be submitted to trading on 22 April 2016, without the publication of a securities prospectus. Settlement of the transaction is expected to take place on 25 April 2016.

The Company and ADO Group Limited have committed to a lock-up period of 90 days following closing of the Placement.

Kempen & Co N.V. is acting as Sole Global Coordinator and Sole Bookrunner for the Placement. Arbireo Capital is acting as independent financial adviser to the Company.

About ADO Properties

ADO Properties is a Luxembourg-incorporated residential real estate company with its operations purely in Berlin and with 14,856 residential units at year-end 2015. The Company has a fully integrated, scalable in-house platform with its own property management. Along with the responsibility for the condition of its apartments and buildings, ADO Properties also assumes responsibility towards people, employees and neighborhoods. The portfolio of ADO Properties is focused on central locations in Berlin and attractive districts at the city's outskirts.

Disclaimer

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

This release is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Any public offering of securities to be made in the United States of America would be made by means of a prospectus that could be obtained from the Company and would contain detailed information about the Company and management, as well as financial statements. There will be no public offer of securities in the United States of America.

The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.