CONSUS Real Estate AG: ADO Properties S.A. acquires control

Berlin, 29 June 2020 – ADO Properties S.A. (“ADO“) announced today that it has exercised its call option to acquire control of Consus Real Estate AG (the “Company“). ADO also intends to launch a public voluntary tender offer at the same 0.2390x ADO shares for each share of the Company (to be adjusted for a rights issue) to all remaining minority shareholders of the Company in due course.

Consus expects that the acquisition of control by ADO results in the occurrence of a change of control in accordance with the terms of the Company’s EUR 450m 9.625% senior secured bond due 2024 (the “Senior Secured Bond”) and  the Company’s EUR 200m 4.00% convertible bond due 2022 (the “Convertible Bond”). The Company will make all required notices under the terms of the Senior Secured Bond and the Convertible Bond.

Furthermore, ADO has announced that it intends to change the Company’ business strategy to focus on build-to-hold as part of the combined group. Under a revised business strategy, the Company expects that certain forward sales and upfront sales currently planned for 2020, which would have contributed to the Company’s 2020 results, will not be undertaken. For this reason, the Company is withdrawing its guidance of an Adjusted EBITDA of approx. EUR 450m for 2020.

Upon settlement of the call option and ADO acquiring control, Andreas Steyer (CEO) and Benjamin Lee (CFO) will leave the Company and during a transition period will continue to support it.

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