ADLER Real Estate AG: announces early results of the tender offer and consent solicitation in respect of its outstanding €300,000,000 2.125% notes due 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES AND ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES.

ADLER REAL ESTATE AKTIENGESELLSCHAFT ANNOUNCES EARLY RESULTS OF THE TENDER OFFER AND CONSENT SOLICITATION IN RESPECT OF ITS OUTSTANDING €300,000,000 2.125% NOTES DUE 2024 (ISIN / COMMON CODE: XS1731858715 / 173185871).

May 23, 2023 — ADLER Real Estate Aktiengesellschaft (the “Company”) announces the early results of its invitation to the holders (the “Holders”) of its outstanding €300,000,000 2.125% notes due 2024 (the “Notes”) to tender any and all of such Notes for purchase by the Company for cash (the “Tender Offer”) and to consent to certain amendments (the “Proposed Amendments”) to the indenture (as amended from time to time, the “Indenture”) constituting such Notes (the “Consent Solicitation”, and together with the Tender Offer, the “Offer”), in each case on the terms and subject to the conditions set out in the tender offer and consent solicitation memorandum dated May 9, 2023 (the “Tender Offer and Consent Solicitation Memorandum”).

Capitalized terms used in this announcement but not defined herein have the meaning given to them in the Tender Offer and Consent Solicitation Memorandum.

Holders of €280,092,000 in aggregate principal amount of the Notes, representing 93.36% of the Notes currently outstanding, validly tendered their Notes and delivered their consent to the Proposed Amendments at or prior to 5:00 p.m., New York time, on May 22, 2023 (the “Early Tender and Consent Date”). Holders of such Notes shall receive the Total Consideration plus any Accrued Interest on or about May 26, 2023.

Based on the amounts of Notes tendered and consents received on the date hereof, the requisite majority under the Indenture has been reached and the Proposed Amendments will be implemented by way of execution of the third supplemental indenture as soon as reasonably practicable (the “Third Supplemental Indenture”).

Holders who validly tender their Notes after the Early Tender and Consent Date but on or prior to 11:59 p.m., New York time, on June 6, 2023, unless extended (such date and time, as may be extended, the “Expiration Date”) are eligible to receive the Tender Offer Consideration, plus the Consent Fee, plus any Accrued Interest.  on or about June 13, 2023.

This notice is given by:

ADLER Real Estate Aktiengesellschaft

Am Karlsbad 11, 10785 Berlin, Germany

Contact:

Gundolf Moritz, Head of Investor Relations

+49 151 23680993

g.moritz@adler-group.com

The date of this announcement is May 23, 2023

This announcement does not contain the full terms and conditions of the Offer, which are contained in the Tender Offer and Consent Solicitation Memorandum. The Company notes that there are certain conditions to the completion of the Offer, as set forth in the Tender Offer and Consent Solicitation Memorandum. Holders are advised to read carefully the Tender Offer and Consent Solicitation Memorandum for full details of and information on the procedures for participating in the Offer. Copies of the Tender Offer and Consent Solicitation Memorandum are available from the Tender and Information Agent (as defined below).

Kroll Issuer Services Limited is acting as a tender and information agent (the “Tender and Information Agent”). Questions and requests for assistance in connection with the Offer and delivery of Electronic Instructions may be directed to the Tender and Information Agent:

Kroll Issuer Services Limited

The Shard 32 London Bridge Street
London SE1 9SG
United Kingdom
Tel: +44 2077040880
Email: adler@is.kroll.com

Attention: Paul Kamminga / Arlind Bytyqi
Website: https://deals.is.kroll.com/adlerre

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer and Consent Solicitation Memorandum. This announcement and the Tender Offer and Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If you are in any doubt as to the contents of this announcement or the Tender Offer and Consent Solicitation Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, legal adviser, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to offer Notes for exchange pursuant to the Offer. None of the Tender and Information Agent or the Company makes any recommendation as to whether Holders should participate in the Offer.

This announcement is for informational purposes only. The Offer is being made only pursuant to the Tender Offer and Consent Solicitation Memorandum and only in such jurisdictions as is permitted under applicable law. None of this announcement, the Tender Offer and Consent Solicitation Memorandum nor any other documents or materials relating to the Offer constitutes an offer to purchase or the solicitation of an offer to tender or sell Notes to or from any person located or resident in any jurisdiction where such offer or solicitation is unlawful.

The Tender and Information Agent (and its respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement, the Tender Offer and Consent Solicitation Memorandum or the Offer. The Tender and Information Agent is the agent of the Company and owes no duty to any Holders. None of the Company or the Tender and Information Agent or any of their respective directors, employees or affiliates makes any recommendation as to whether or not the Holders should participate in the Offer or refrain from taking any action in the Offer with respect to any of Notes, and none of them has authorised any person to make any such recommendation.

General

Neither this announcement nor the Tender Offer and Consent Solicitation Memorandum constitutes an offer to purchase, or the solicitation of an offer to tender or sell, or to exercise any voting rights with respect to any, Notes to or from, or by, any person located or resident in any jurisdiction where such offer or solicitation is unlawful, and tenders of Notes by Holders originating from any jurisdiction in which such offer or solicitation is unlawful will be rejected. The Offer is not being made, directly or indirectly, in any jurisdiction where to do so would impose any obligations on the Company in such jurisdiction, including any requirement to qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction, file any general consent to service of process in any such jurisdiction, subject itself to taxation in any such jurisdiction if it is not otherwise so subject, make any filing with any regulatory body in any such jurisdiction or otherwise have any document approved by, or submitted to, any regulating body in such jurisdiction, in each case in relation to the Offer. In those jurisdictions where the securities laws or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Company by a licensed broker or dealer in such jurisdiction and the Offer is not made in any such jurisdiction where such broker or dealer is not licensed. Neither the delivery of the Tender Offer and Consent Solicitation Memorandum nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof, or that the information herein is correct as of any time subsequent to the date hereof.

Each Holders participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to below, and generally, on submission of Notes for tender in the Tender Offer and submission of consent to the Consent Solicitation. Any tender of Notes for purchase pursuant to the Offer from a Holders that is unable to make these representations will be rejected. Each of the Company and the Tender and Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, or submission of consent to the Consent Solicitation, whether any such representation given by a Holders is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender will be rejected.

United States

The Offer made pursuant to the Tender Offer and Consent Solicitation Memorandum is only being made (a) in the United States, to QIBs, and (b) outside the United States, to persons other than “U.S. persons” (as defined in Regulation S under the Securities Act).

The Tender Offer and Consent Solicitation Memorandum is not an offer of securities for sale in the United States or to any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes, and the guarantees thereof, have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.

Each Holder participating in the Offer will represent that either (A) it and any beneficial owners of Notes it represents are QIBs or (B) it is not a U.S. person (as defined in Regulation S under the Securities Act), and is not acting for the account or benefit of any U.S. person and that it is not located in the United States.

For the purpose of this announcement, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom

The communication of the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”); (ii) persons who fall within Article 43(2) of the Financial Promotion Order; or (iii) any other persons to whom these documents and/or materials may lawfully be provided. Any investment or investment activity to which the Tender Offer and Consent Solicitation Memorandum relates is available only to such persons or will be engaged in only with such persons and other persons should not rely on it.

European Economic Area

The Tender Offer and Consent Solicitation Memorandum is only addressed to and is only directed at qualified investors in any European Economic Area (“EEA”) Member State within the meaning of Directive (EU) 2017/1129, as amended (together with any applicable implementing measures in any Member State, the “Prospectus Regulation”).

Each person in any Member State of the EEA, which has implemented the Prospectus Regulation (each, a “Relevant Member State”) who receives any communication in respect of the Offer contemplated in the Tender Offer and Consent Solicitation Memorandum will be deemed to have represented, warranted and agreed to and with the Company that it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Regulation.

NONE OF THIS ANNOUNCEMENT OR THE TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM OR ANY SUCH RELATED DOCUMENT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY OTHER COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT OR THE TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND MAY BE A CRIMINAL OFFENCE TO MAKE ANY REPRESENTATION TO THE CONTRARY.

THE DISTRIBUTION OF THE TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THE TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM COMES ARE REQUIRED BY THE COMPANY AND THE TENDER AND INFORMATION AGENT TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.