Adler Real Estate AG

Offer Document (convenience translation)

Listing Prospectus


Takeover Offer ADO Properties S.A. (today: Adler Group S.A.) / Adler Real Estate Aktiengesellschaft

You have entered the website which ADO Properties S.A. (“ADO Properties”) has designated for the publication of documents and information in connection with its voluntary public takeover offer pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) for all shares of Adler Real Estate Aktiengesellschaft (“Adler”) in exchange for ADO Properties shares announced on December 15, 2019 (the “Offer”).

In order to access further information in connection with the Offer, visitors of this website are requested to confirm, at the bottom of this page, notice of the following legal information.

ADO Properties (the “Bidder”) publishes on the following pages information concerning the Offer. The Offer is being implemented solely in accordance with the applicable laws of the Federal Republic of Germany, in particular the WpÜG in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung) and certain provisions of the securities laws of the United States of America (“United States”) applicable to cross-border tender offers. The Offer is not made pursuant to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States (to the extent applicable). Thus, no announcements, registrations, admissions or approvals of the Offer and/or the offer document have been filed, arranged for or granted outside of the Federal Republic of Germany. It may be difficult for Adler shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since ADO Properties is located in a non-U.S. jurisdiction and some or all of its officers and board members may be residents of non-U.S. jurisdictions. Investors in, and holders of, securities in Adler cannot rely on having recourse to provisions for the protection of investors of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Such investors and holders may not be able to sue ADO Properties or Adler or their respective officers and board members in court in Luxembourg or Germany for violations of the U.S. securities laws. It may be difficult to compel ADO Properties or Adler and their affiliates to subject themselves to a U.S. court’s judgment.

Adler shareholders resident in the United States should note that the Offer is being made in respect of securities of a company which is a foreign private issuer as defined by Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the shares of which are not registered under Section 12 of the Exchange Act. The Offer is being made with respect to United States holders of Adler shares in reliance on exemptions available for cross-border tender offers. These exemptions permit a bidder to satisfy certain United States substantive and procedural Exchange Act rules governing tender offers by complying with home jurisdiction law or practice and exempts the bidder from compliance with certain other such rules of the Exchange Act. As a result, the Offer is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments. To the extent that the Offer is subject to the US securities laws, such laws only apply with respect to Adler shareholders in the United States and no other person has any claims under such laws.

Subject to the exceptions described in the offer document as well as any exemptions that may be granted by any competent regulatory authority, a takeover offer is not being made directly or indirectly, in any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction.

The Offer will result in the acquisition by Adler shareholders of securities of ADO Properties, a Luxembourg company, and is subject to German disclosure requirements, which differ from those of the United States. The financial information included or referred to in the offer documents has been prepared in accordance with non-U.S. accounting standards and, accordingly, may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The ADO Properties shares that are intended to be transferred to Adler shareholders as consideration (the “Offer Shares”) have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under any of the applicable securities laws of any state, district or other jurisdiction of the United States of America. The Offer Shares may not be offered, sold or delivered, directly or indirectly, to Adler shareholders located in the United States of America (the “U.S. Shareholders”), or to agents, nominees, trustees, custodians or other persons acting for the account or benefit of U.S. Shareholders, unless registered under the U.S. Securities Act or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of U.S. Securities Act and in compliance with any applicable state securities laws of the United States of America.

The announcements made on this website do not constitute an invitation to sell or make an offer to exchange securities in Adler or the Bidder. With the exception of the publication of the offer document, announcements made on this website also do not constitute an offer to purchase or exchange shares in Adler or the Bidder. Moreover, this announcement is neither an offer to purchase nor a solicitation to purchase ADO Properties shares. The final terms and further provisions regarding the Offer will be in the offer document once its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). The final terms and conditions of the Offer will be set forth in the full offer document and may, to the extent legally permissible, deviate from the conditions and other key parameters described herein. Investors and holders of Adler shares are strongly recommended to read the offer document and all other documents in connection with the Offer as soon as they are published, as they will contain important information.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder or its brokers may purchase, or conclude agreements to purchase, shares in Adler, directly or indirectly, outside the Offer, before, during or after the period in which the offer remains open for acceptance. The same applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in Adler. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction and will also be published in the form of an unofficial English translation on the internet website of ADO Properties. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information also will be deemed to be publicly disclosed in the United States.

To the extent that any announcements on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting in conjunction with the Bidder, for example with regard to the potential consequences of the Offer for the Bidder, for those shareholders of Adler who choose not to accept the Offer or for future financial results of the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in conjunction with the Bidder have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting in conjunction with the Bidder. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

By selecting the “I confirm” button, you warrant that you have read and understood the legal notice above.