DGAP-Adhoc: Corestate Capital Holding S.A.: Corestate acquires Aggregate Financial Services and appoints their founders as Members of the Management Board

Corestate Capital Holding S.A.: Corestate acquires Aggregate Financial Services and appoints their founders as Members of the Management Board

Luxembourg, 14 January 2021 - Corestate Capital Holding S.A. ("Corestate") announces the full acquisition of Frankfurt-based Aggregate Financial Services GmbH ("AFS"), a leading debt financing platform and fully licensed securities trading bank. AFS was founded in 2018 and has enabled more than € 3bn of financings on behalf of real estate clients. AFS on a stand-alone basis expects € 25m to € 30m revenues and € 15m to € 20m EBITDA for 2021. In addition, Corestate envisages synergies in revenues and costs of at least € 10m annual run rate within the next three years.

The acquisition is conducted via a capital increase against contribution-in-kind by issuance of 8.5m new shares and € 5m in cash consideration. Based on the closing price as of 14 January 2021 of € 14.73 and with respect to the € 17m net cash position at closing of the transaction the net purchase price is € 113m. This corresponds to a substantial discount to the fundamental value of AFS being in excess of € 170m. Another 1.5m new shares in Corestate are to be issued as earn-out if AFS meets certain EBITDA thresholds over the next three years. In both cases the acquisition of AFS will be earnings accretive.

As part of this transaction, the AFS founders and shareholders Sebastian Ernst and Johannes Märklin are appointed as Members of the Management Board of Corestate with immediate effect for a term of three years; they will also become members of the board of directors of HFS. Both Sebastian Ernst and Johannes Märklin have entered into a long-term lock-up agreement for their shares in Corestate. Closing of the transaction is anticipated in the second quarter of 2021, following approval by the responsible supervisory authorities.

Notifying person:
Dr. Kai Gregor Klinger
Chief Markets Officer
T: +49 69 3535630107 / M: +49 152 22755400
[email protected]

Disclaimer and Forward Looking Statement
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Japan, South Africa or any other jurisdiction where such release could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or the information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of Corestate Capital Holding S.A. (the "Company") or of any of its subsidiaries. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer of securities in any jurisdiction. Any securities offered or issued will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This announcement is not a prospectus or an advertisement for purposes of Regulation (EU) 2017/1129, as amended, and any relevant delegated and implementing acts.

This announcement may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'believes,' 'estimates,' 'anticipates,' 'expects,' 'intends,' 'may,' 'will' or 'should' or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. The Company accepts no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.