The Grounds successfully completes capital increase against cash contributions

The Grounds successfully completes capital increase against cash contributions

• Capital increase successfully placed: A total of 40,551,982 new shares were subscribed, of which 40,000,000 new shares were attributable to a fund managed by H.I.G. Capital.
• The net issue proceeds thereby achieved enable The Grounds to drive forward the expansion and development of its real estate portfolio.
• Entry of the cash capital increase in the Commercial Register, and delivery of the new shares, are expected to take place by the end of January 2025.

Berlin, 19 December 2024 – The Grounds Real Estate Development AG (The Grounds / ISIN: DE000A2GSVV5) announces the successful conclusion of the capital increase against cash contributions: A total of 40,551,982 new shares at a subscription price of EUR 1.00 per share were subscribed. As agreed, 40,000,000 of these new shares were allotted to a fund managed by H.I.G. Capital. In addition, shareholders from the free float also invested in the new partnership between H.I.G. Capital and The Grounds.

As announced, the intention is for the net issue proceeds flowing in from the capital increase against cash contributions to be used, inter alia, to secure the future financing structure, to further develop projects already acquired, and to acquire new real estate development projects.

Management Board member Jacopo Mingazzini says: “The fact that we succeeded in convincing a strong, reliable partner, H.I.G. Capital, in these challenging times pleases us greatly. The capital increase enables us to utilise the opportunities arising in the current market situation to look to the future again following two difficult years.”

In the context of the imminent year-end in 2024, entry of the cash capital increase in the Commercial Register, together with delivery of the new shares under ISIN DE000A40KXL9 and inclusion of the new shares in stock exchange trading (the Primary Market segment of Düsseldorf Stock Exchange and the Quotation Board of Frankfurt Stock Exchange), are expected by the end of January 2025.

The capital reduction in the ratio of 2:1 had already been entered in the Commercial Register on 10 December 2024, as a result of which the company’s share capital was reduced to EUR 8,902,758.00 divided into 8,902,758 registered ordinary shares with no par value, each with a notional interest of EUR 1.00 in the share capital (ISIN: DE000A40KXL9 / WKN: A40KXL). The change of listing of the company’s shares in the ratio of 2:1 takes place with effect from 31 December 2024 (“ex-date”). Existing stock exchange orders that have not yet been executed will expire at the end of 30 December 2024. Accordingly, custodian banks will transfer the custody account holdings of no-par value shares in The Grounds based on the status as on 2 January 2025 (“Record Date”) in the evening. The commencement of price fixing for the converted no-par value shares (ISIN: DE000A40KXL9) is planned for 31 December 2024. Due to stock market holidays, price fixing will take place from 2 January 2025 onwards. Insofar as a shareholder holds a number of shares that is not divisible by two (2), partial rights and/or fractional shares (DE000A40KXM7) will be booked for him/her. For further details, The Grounds refers you to the publication regarding a capital reduction in accordance with Sections 229 ff. of the AktG (German Stock Corporation Act), which will be published in the German Federal Gazette today.

After completion of the capital reduction and the capital increase against cash contributions by entry in the Commercial Register, the company’s share capital increases to EUR 49,454,740.00 divided into 49,454,740 registered ordinary shares with no par value. This is accompanied by a significant change in the shareholder structure. In future, H.I.G. Capital holds around 81.3% of the shares in The Grounds via a fund that it manages.

This communication is ADVERTISING. A public offer is being made exclusively in Germany through and on the basis of the published prospectus, which has been approved by the German Federal Financial Services Supervisory Authority (“BaFin”). However, approval of the prospectus by the BaFin should not be construed as an endorsement of the securities offered. The prospectus is available free of charge at https://www.thegroundsag.com/en/investor-relation/capital-increase-2024/ in the Investor Relations area. An investment decision regarding the publicly offered securities should only be made on the basis of the prospectus. Potential investors should purchase securities exclusively based on the prospectus and should read the prospectus before making an investment decision, in order to fully understand the potential risks and chances associated with the decision to invest in the securities. It is not permissible for this announcement to be published, distributed or disseminated in the United States of America, Australia, Canada, Japan or in any other jurisdiction in which publication, distribution or dissemination would be unlawful. No offering of securities of the Company will take place in the United States or in any other jurisdiction outside Germany. The securities have not been and will not be registered under the U.S. Securities Act of 1933, in its respectively valid version. It is not permissible for the securities to be offered or sold in the United States, Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada or Japan.

Company contact:
The Grounds Real Estate Development AG
Jacopo Mingazzini, Management Board
Charlottenstrasse 79-80, 10117 Berlin, Germany
Tel.: +49 (0) 30 2021 6866
Fax: +49 (0) 30 2021 6849
E-mail: info@tgd.ag
Web: www.thegroundsag.com

Investor Relations:
UBJ. GmbH
Ingo Janssen, Managing Director
Haus der Wirtschaft, Kapstadtring 10
22297 Hamburg, Germany
Tel.: +49 (0) 40 6378 5410
E-mail: ir@ubj.de
Web: www.ubj.de

Press contact:
RUECKERCONSULT GmbH
Peter Dietze-Felberg
Wallstrasse 16
10179 Berlin, Germany
Tel.: +49 (0) 30 284 49 87 62
E-mail: dietze@rueckerconsult.de
Web: www.rueckerconsult.de

About The Grounds
The Grounds Group implements residential projects in German metropolitan regions. The Grounds Group also holds a steadily growing residential portfolio in its fixed assets. The Grounds Real Estate Development AG is listed in the upper free market segment of Düsseldorf Stock Exchange’s primary market (ISIN: DE000A2GSVV5), and has its headquarters in Berlin.