ADLER Group S.A.: Increases stake in Consus to c.94%, cementing swift business integration

ADLER Group: Increases stake in Consus to c.94%, cementing swift business integration

- ADLER Group increases majority stake in Consus from c.65% to c.94%

- Significant benefits via integration and streamlining of group structure and uniform corporate identity

- Voluntary public tender offer no longer to be pursued

Berlin, 14 December 2020 - ADLER Group S.A. ("ADLER") continues to make progress on the integration of Consus Real Estate AG ("Consus") into the Group. ADLER acquired further 46,780,535 Consus shares in exchange for new 12,724,303 ADLER shares by way of a capital increase against contribution in kind. The new ADLER shares are being issued at an exchange ratio of 0.272 new ADLER shares for each Consus share in line with ADLER's previous communication.

The Consus shares were acquired under share purchase agreements entered into with multiple Consus shareholders. After completion of the transaction, ADLER will have increased its majority stake in Consus from c.65% to c.94%. Consus had previously concluded a separation from its former shareholder Christoph Gröner, who is also not a shareholder of ADLER following this transaction.

Against this background, ADLER is currently not pursuing the planned voluntary public tender offer in the form of an exchange offer to all Consus shareholders. However, ADLER may seek to further increase its shareholding in Consus going forward.

ADLER expects an EPRA NAV per share of c.€43 after completion of the transaction, assuming the increased shareholding in Consus of c.94% (pro-forma based on Q3 2020 results). Maximilian Rienecker, Co-CEO of ADLER commented: "Based on the closing share price of last Friday this still leaves a sizeable discount of c.37% to NAV. Executing measures to cut this discount is the key goal for us."

The increase of ADLER's majority stake in Consus is a meaningful step to fully integrate Consus into the ADLER Group, giving ADLER full access and control of its build-to-hold pipeline. Simultaneously, it provides access to a highly experienced team capable of executing the development of these c.10,000 apartments, crystalizing significant value upside to all ADLER stakeholders.

As previously communicated, the acquisition of Consus will generate significant additional operating and refinancing synergies which will further contribute to NAV upside from development of build-to-hold projects in the medium-term, as well as additional future development profit from projects to be sold.

And lastly, as a step forward towards further integration of Consus, ADLER will support additional measures including the rebranding of Consus to achieve an uniform corporate identity.

Contact

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IMPORTANT INFORMATION

This release is neither an advertisement nor a securities prospectus and should not be relied upon in making any investment decision to purchase, subscribe for or otherwise acquire any securities. The information and opinions contained in this release are provided as at the date of this release, are subject to change without notice and do not purport to contain all information that may be required to evaluate ADLER Group S.A. ("ADLER"). No reliance may or should be placed for any purpose whatsoever on the information contained in this release, or any other information discussed verbally, or on its completeness, accuracy or fairness.

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