Shareholders of DEMIRE lay foundation for merger with Fair Value REIT-AG


DGAP-News: DEMIRE Deutsche Mittelstand Real Estate AG / Key word(s): AGM/EGM/Merger

2015-09-15 / 12:16


Shareholders of DEMIRE lay foundation for merger with Fair Value REIT-AG

- Capital increase facilitates share exchange

- DEMIRE offers Fair Value REIT shareholders an NAV premium of 14.07 %

- Adjustment in authorised capital to higher level of share capital

Frankfurt, 15 September 2015 - Shareholders of DEMIRE Deutsche Mittelstand Real Estate AG ("DEMIRE", ISIN DE000A0XFSF0) on September 14, 2015 at the Extraordinary General Meeting laid the foundation for the merger with Fair Value REIT-AG. The approval rate was high at nearly 100 %. With the resolved issue of up to 30,761,646 new shares with a notional interest in the share capital of EUR 1.00 per share against contribution in kind, DEMIRE can now offer the shareholders of Fair Value REIT-AG two DEMIRE shares for one Fair Value REIT share in the context of a voluntary public exchange offer. Accordingly, shareholders subscription rights are excluded under this capital increase.

In this exchange offer, DEMIRE Deutsche Mittelstand Real Estate AG is offering the Fair Value REIT-AG shareholders a premium of 14.07 % based on the EPRA-NAV per share. This updated calculation is based on both companies' half-year financial reports as of 30 June 2015 and any changes due to portfolio acquisitions or capital increases that followed.

DEMIRE will publish the exchange offer at the end of September 2015. The three-week acceptance period will begin directly after this publication. Allocation of the shares is expected to take place until mid of December 2015.

Furthermore, the General Meeting resolved the creation of new authorised capital to adjust with DEMIRE's increased share capital in the case that the resolved capital increase in kind under Item 1 of the agenda is entered into the commercial register. Until 13 September 2020, with the consent of the Supervisory Board, the Executive Board is authorised to raise the share capital of DEMIRE Deutsche Mittelstand Real Estate AG once or several times in partial amounts through the issue up to 7,069,722 new shares with a notional interest in the share capital of EUR 1.00 per share. Together with the currently available authorised capital of EUR 13,675,702, the Company would then have access to authorised capital totalling EUR 20,745,424.

Andreas Steyer, Speaker of the Board of Directors commented: "With the resolutions made at yesterday's General Meeting our shareholders have paved the way to make the exchange offer to the shareholders of Fair Value REIT. Both our shareholders as well as the major shareholders of Fair Value REIT-AG are in favour of the takeover offer in light of the excellent prospects arising from the merger between DEMIRE and Fair Value REIT. This fact was confirmed in numerous discussions with investors. At a premium of 14.07 %, we believe we have been able to make a very attractive exchange offer to the shareholders of Fair Value REIT-AG. The transaction is expected to close by the end of 2015. Then both companies will create the fifth largest commercial real estate group in Germany measured in terms of stock market capitalisation."

The Executive Board
 

About DEMIRE Deutsche Mittelstand Real Estate AG

Leading holder of commercial real estate

DEMIRE Deutsche Mittelstand Real Estate AG is transforming itself into a leading holder of German commercial real estate. The core business activities of the Frankfurt/Main headquartered real estate group consist of the acquisition, the management and the rental of commercial real estate and their further development, for example, through modification, modernisation or expansion, and increasing their value through active portfolio management.

The commercial property portfolio consists of more than 810,000 m2 of rentable space at the end of July 2015, mainly comprising of office, logistics and retail properties. Annualised net rent excluding utilities amounts to approximately EUR 52.2 million. The portfolio's regional focus lies in Bavaria, North Rhine-Westphalia, Baden-Württemberg, Saxony, Hamburg and Bremen as well as the Rhein-Main and Rhein-Neckar regions. The in-house asset, property and facility management ensures the optimum management and development of the holdings

The DEMIRE real estate group pursues a buy-and-hold-strategy combined with active portfolio management. It is concentrated on both the value-added and core-plus investment approaches. The combination of these two approaches offers a balanced risk-return ratio and attractive opportunities.

The real estate group's lean structure allows it to take action quickly and flexibly. The shares of DEMIRE Deutsche Mittelstand Real Estate AG (ISIN DE000A0XFSF0) are listed in the regulated market (General Standard Segment) of the Frankfurt Stock Exchange.

Contact

DEMIRE Deutsche Mittelstand Real Estate AG
Lyoner Straße 32
60528 Frankfurt am Main
Phone: +49 (0) 69-719 189 79 0
Fax: +49 (0) 69-719 189 79 11
Email: ir@demire.ag
Web: www.demire.ag

Investor Relations
GFEI Aktiengesellschaft
Lars Kuhnke
Phone: +49 (0) 511 47 40 23 10
Email: ir@demire.ag





2015-09-15 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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394669  2015-09-15