Publication of an inside information according to article 17 MAR
DEMIRE AG boards announce 10% capital increase / mandatory tender offer for the shares of DEMIRE AG / voluntary takeover offer for the shares of Fair Value REIT-AG
Langen, 26. February 2018 – Today, the managing board of DEMIRE Deutsche Mittelstand Real Estate AG (the “Company”), with the consent of the Company’s supervisory board, resolved to increase the Company’s share capital against cash contributions by EUR 5,425,774.00, from EUR 54,270,744.00 to EUR 59,696,518.00, by issuing 5,425,774 new ordinary bearer shares (auf den Inhaber lautende Stückaktien) with a nominal value of EUR 1.00 each and full dividend rights for the financial year beginning January 1, 2017 (the “New Shares”), from the existing authorized capital of the Company and under the exclusion of the subscription rights of the Company’s shareholders for the New Shares (the “Capital Increase”).
The New Shares will be issued at an issue price (Ausgabebetrag) of EUR 4.35 per New Share. AEPF III 15 S. à r.l. (“AEPF”), a holding company controlled by funds which are advised by an affiliate of Apollo Global Management, LLC (NYSE: APO), will be entitled to subscribe for all of the New Shares.
AEPF has entered into a Subscription Agreement with the Company, in which AEPF undertakes to subscribe for all New Shares at an issue price of EUR 4.35. The subscription of the New Shares is subject to merger clearance by the German Federal Cartel Office (Bundeskartellamt).
AEPF has informed the Company, that they currently hold 150,000 shares of the Company, which represent a stake of 0,28% in its current share capital, and that they have entered into agreements to purchase 1,089,061 shares. In connection with the Capital Increase, AEPF has entered into a cooperation (“acting in concert”) agreement with Wecken und Cie. (“Wecken”) and a subsidiary of Wecken and members of the Wecken family (together with Wecken, the “Wecken Group”), who collectively hold a stake of approx. 29.91% in the Company’s share capital and and who hold collectively exchangeable bonds, which allow to purchase 10.23% of the Company´s share capital. As a result of its acquired control over the Company, AEPF will announce a mandatory tender offer to the shareholders of the Company at an price of EUR 4.35 per New Share today.
The Company was also informed by AEPF, that they will announce their decision to launch a voluntary takeover offer to acquire all shares in Fair Value REIT-AG (“FVR”) today. AEPF intends to launch the offer in such a way that it is also an offer enabling the revoke of the listing of FVR shares at the regulated market of the Frankfurter Wertpapierbörse (so called delisting offer). The Offer will be equal to the legal minimum price. The Company is supportive of such an Offer. Subsidiaries of the Company holding shares in FVR have entered into a non-tender agreement with AEPF, in which they undertake not to accept, in full or in part, the Offer with respect to the shares of FVR that they hold.