DGAP-News: ADLER Real Estate AG successfully places a EUR 400 million 3-year bond to refinance existing debt

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ADLER Real Estate AG successfully places a EUR 400 million 3-year bond to refinance existing debt

- Single tranche due April 2022 with a coupon of 1.5%

- New issue more than 4 times oversubscribed

- Proceeds will be used to refinance the outstanding 4.75% 2020 notes, callable at par in April 2019, as well as the refinancing of other debt

Berlin, 3 April 2019 - ADLER Real Estate AG ("ADLER") today successfully placed EUR 400 million fixed rate senior unsecured notes (the "Notes") with a 3-year maturity and a 1.5% fixed coupon. The Notes were placed with institutional investors across Europe with the new issue order book at pricing being more than 4 times oversubscribed.

The proceeds of the issue of the Notes will be used to refinance the outstanding EUR 300 million 4.75% 2020 notes which are callable at par from April 2019, as well as the refinancing of other debt.

ADLER has a corporate rating of BB (stable) with S&P. The Notes are expected to be rated BB+ with S&P, driven by the strong recovery rating of the bonds, and reflecting ADLER's valuable asset base.

"The successful placement will allow us to reduce our interest payment by c. EUR 12 million over the next rolling 12 months adding to our FFO, and significantly improving our ICR, a key metric for our expected positive re-rating in 2019.", comments Tomas de Vargas Machuca, Co-CEO of ADLER.

"Our WACD will improve and we are already able, on a see-through basis to meet our Guidance target of below 2.1 percent.", comments Maximilian Rienecker, Co-CEO of ADLER.

The Notes have a denomination of EUR 100,000 each and will be listed at the regulated market of the Luxembourg Stock Exchange. J.P. Morgan acted as Sole Global Coordinator and J.P. Morgan and Morgan Stanley acted as Active Bookrunners on the transaction in addition to Unicredit as Passive Bookrunner.

Your contact for enquiries:
Tina Kladnik
Head of Investor Relations
ADLER Real Estate AG
Tel: +49 (162) 424 6833
[email protected]

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The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the securities referred to herein in such jurisdiction.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect ADLER's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to ADLER's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.

This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended or the laws of any state within the United States or under the applicable securities laws of Australia, Canada, South Africa or Japan, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the securities referred to herein in the United States, Australia, Canada, South Africa or Japan.

The offer referred to herein when made in member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "relevant member state"), is only addressed to and directed at persons who are "qualified investors" as defined in the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a relevant member state), and includes any relevant implementing measure in the relevant member state and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II; or (iii) not a Qualified Investor as defined in the Prospectus Directive. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

In the United Kingdom, this announcement is directed only at, Qualified Investors (i) 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 (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.

None of the bookrunners or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to ADLER or any of their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The bookrunners are acting exclusively for ADLER and no one else in connection with the offering. They will not regard any other person as their respective clients in relation to the offering and will not be responsible to anyone other than ADLER for providing the protections afforded to their respective clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the offering, the bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase the securities of ADLER and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and other securities of ADLER or related investments in connection with this securities offering or otherwise. The bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.