Acquisition of Brack Capital Properties N.V. through the conclusion of a share purchase agreement and a tender commitment in the event of a public offer

• LEG subsidiary and Adler Real Estate GmbH (Adler) enter into share purchase agreement regarding 52.68% of the shares in Brack Capital Properties N.V. (BCP)
• Adler commits to tender additional 10.1% of the shares in BCP in the event of a public offer (tender commitment)

Today, LEG Grundstücksverwaltung GmbH (LEG), a subsidiary of LEG Immobilien SE, with the approval of the boards of LEG Immobilien SE, has entered into an agreement with Adler relating to the acquisition of 52.68% of the shares in BCP, a real estate company listed on the Tel Aviv Stock Exchange. Together with its 35.52% stake in BCP already acquired in 2021/2022, LEG initially increases its stake to 88.20% upon completion of the share purchase agreement. In addition, Adler has committed to tender its remaining 10.1% of the shares in case of a public offer by LEG regarding BCP (tender commitment). In the event that no public offer is made, LEG grants Adler a put option for the 10.1% stake in BCP at a certain point in time.

The cash-financed purchase price for Adler’s entire 62.78% % stake in BCP amounts to approximately EUR 219m. The price of EUR 45 per share represents a 48% discount on the Net Tangible Asset value (NTA) reported by BCP for H1/2024, resulting in a positive effect on the NTA per LEG share. The impact on the Adjusted Funds From Operations (AFFO) per share is expected to be neutral in 2025. Significant effects on the Loan to Value (LTV) ratio are not expected. In the medium term, BCP’s profitability level is to raise to the one of LEG, particularly through realization of synergies in financing, management, and administration, thereby contributing to AFFO growth.

LEG Immobilien SE sees the potential completion of the acquisition of BCP as a consistent step in expanding its portfolio in line with its strategy. The transaction allows LEG to further strengthen its market position – more than 90% of BCP’s 9,100 units are located in its core area of activity, in particular in North Rhine-Westphalia, which represents approximately half of BCP’s portfolio – but also in the new markets added in the course of its growth strategy, such as Kiel, Hannover, Göttingen and Bremen. With Leipzig, LEG is now establishing a new attractive location.

The completion of the transaction regarding the 52.68% stake is planned for early 2025; merger control clearance has already been granted. The full acquisition (including a squeeze-out of remaining minority shareholders and a delisting) is expected in the following months thereafter.