CONSUS Real Estate AG:Purchase of 22.18% of share capital by Ado Properties; option for further 50.97% CONSUS shares Potential later offer for all minority outstanding shares Strategic cooperation agreement between Ado Properties/CONSUS
Disclosure of inside information pursuant to Article 17 of the Regulation (EU) No 596/2014 (MAR), transmitted by DGAP – a service of EQS Group AG.
The target company is solely responsible for the content of this announcement.
Consus Real Estate AG
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Purchase of 22.18% of share capital by Ado Properties; option for further 50.97% CONSUS shares
Potential later offer for all minority outstanding shares
Strategic cooperation agreement between Ado Properties/CONSUS
Disclosure of inside information pursuant to Article 17 of the Regulation (EU) No 596/2014 on market abuse (MAR).
Berlin, December 15, 2019 5:10 CET.
Purchase of 22.18% of the existing share capital of Consus Real Estate AG as well as an option to acquire further 50.97% of the shares by Ado Properties S.A.
Potential offer for all other outstanding shares by Ado Properties S.A. at a later stage
Strategic cooperation agreement between Ado Properties S.A. and Consus Real Estate AG
The management board of Consus Real Estate AG (“CONSUS“) has been informed by ADO Properties S.A. (“Ado Properties“) that Ado Properties has resolved on acquiring a stake of 22.18% of the existing share capital of CONSUS from certain minority shareholders at an average price of EUR 9.72 per CONSUS share via share purchase agreements.
CONSUS has also been informed by Ado Properties that Ado Properties intends to enter into an option agreement with CONSUS’ largest shareholder Aggregate Holdings S.A. (“Aggregate“) pursuant to which Ado Properties shall have a call option to acquire shares in CONSUS currently equaling 50.97% of the share capital of CONSUS against the granting of shares in Ado Properties. Further, Ado Properties shall undertake to conduct a voluntary tender offer in the form of an exchange offer to acquire the remaining CONSUS shares (save for any applicable RETT blocker) if it exercised its call option. The consideration for one share in CONSUS shall, in each case, be 0.2390 newly issued shares in Ado Properties, provided that this ratio will be adjusted to any dividends and equity raise done by Ado Properties or CONSUS, as relevant. Under the same agreement, Aggregate has an option to put its CONSUS shares to Ado Properties upon the occurrence of a change of control on the level of Ado Properties. Upon the exercise of the put option, Ado Properties would have to acquire Aggregate’s CONSUS shares for a consideration per CONSUS share of, at the option of Ado Properties, EUR 8.35 in cash or 0.2390 newly issued shares in Ado Properties, provided that this ratio will be adjusted to any dividends and equity raise done by Ado Properties or CONSUS, as relevant.
In this context, the management board of CONSUS, upon approval of the supervisory board, has resolved to enter into a strategic cooperation agreement with Ado Properties by virtue of which CONSUS and Ado Properties enter into a strategic partnership (the “Strategic Cooperation Agreement“). Under the Strategic Cooperation Agreement, Ado Properties and Consus undertake to jointly develop existing and new land-banks held by Consus. Ado Properties has received a right to match third-party offers to enable it to purchase those assets on which it has worked together with Consus.
This publication may not be published or distributed, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would 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 other 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 publication is for information purposes only. It does not constitute an offer to purchase, sell, exchange or transfer any securities or a solicitation to submit an offer to purchase securities of Estate AG in the United States of America, Germany or any other jurisdiction. Neither this announcement nor its content shall form the basis of an offer in any jurisdiction. The securities of Consus Real Estate AG may not be offered or sold in the United States of America without registration or an exemption from registration under the United States Securities Act of 1933, as amended (the ‘Securities Act’). The securities of Consus Real Estate AG have not been, and will not be, registered under the Securities Act.
In the United Kingdom, this publication is being directed only at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the ‘Order’) or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, partnerships, etc.) (all such persons together being referred to as ‘Relevant Persons’). This publication is directed and distributed only to Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this publication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In the member states of the European Economic Area (‘EEA’) that have implemented the Prospectus Directive (the ‘Relevant Member States’), this announcement and any offer if made subsequently is directed exclusively to persons who are ‘qualified investors’ as defined by the Prospectus Directive (‘Qualified Investors’).
No action has been taken that would permit an offer or a purchase of the securities or distribution of this publication in any jurisdiction where such action would be unlawful. Persons who are in possession of this announcement are required to inform themselves about and observe any such restrictions.
To the extent that this announcement contains forward-looking statements, such statements do not represent facts and are characterised by the words ‘expect’, ‘believe’, ‘estimate’, ‘intend’, ‘aim’, ‘assume’ or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Consus Real Estate AG and are based on current plans, estimates and forecasts which Consus Real Estate AG has made to the best of its knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Consus Real Estate AG. It should be kept in mind that actual events or developments may differ materially from those contained in or expressed by such forward-looking statements.
Berlin, December 15, 2019
Consus Real Estate AG
About Consus Real Estate AG
Consus Real Estate AG (“CONSUS”) with its headquarters in Berlin is the leading property developer in the top 9 cities in Germany. The development portfolio of CONSUS had a gross development value (GDV) of EUR 10.3 bn as of 30 September 2019. CONSUS focuses on the development of entire neighbourhoods (‘quartiers’) and standardised flats that it forward sells to institutional investors. The in-house construction expertise and the digitalisation of construction processes allow CONSUS to operate along the entire property development value chain. CONSUS implements development projects from planning through construction to transfer of ownership, as well as delivering property management and related services through its subsidiaries CG Gruppe AG and Consus Swiss Finance AG. Consus’ shares are included in the Scale segment of the Frankfurt Stock Exchange and the m:access segment of the Munich Stock Exchange and are traded on XETRA in Frankfurt, among others.
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