A future to build on

March 3, 2022

PREOS Global Office Real Estate & Technology AG concretizes and modifies plans to take on a new major shareholder

Update of a publication of inside information pursuant to Art. 17 of Regulation (EU) No. 596/2014

  • Key points of the multi-stage transaction specified and adjusted compared with the ad hoc announcement of October 19, 2021
  •  Luxembourg-based investment vehicle of an international insurance group to initially hold approx. 44.7% of PREOS shares and approx. 79% after completion of all transaction steps
  • Contribution of two Luxembourg real estate portfolios with a total (net) value of more than EUR 2 billion to the PREOS subsidiary GORE German Office Real Estate AG in return for the issue of new GORE shares at an expected value of EUR 3.00 per new GORE share
  • First real estate portfolio consisting of three properties or real estate projects with a total (net) value of approximately EUR 480 million is to be contributed to GORE as part of a non-cash capital increase planned for the second quarter of 2022
  • Second real estate portfolio consisting of four properties or real estate projects with a total (net) value of approximately EUR 1.75 billion to be contributed to GORE as part of a further capital increase against contribution in kind planned for the period between Q4 2022 and Q4 2023
  • The GORE shares from the two capital increases against contributions in kind at GORE are to be contributed to PREOS by the Luxembourg investment vehicle in return for the issue of new PREOS shares at an expected value of EUR 5.20 per new PREOS share

Frankfurt am Main, March 03, 2022, 11:35am - After intensive negotiations with the potential partner, PREOS Global Office Real Estate & Technology AG ("PREOS", ISIN DE000A2LQ850) has concretized and adjusted the transaction structure for the inclusion of the Luxembourg-based investment vehicle of an international insurance group as a new major shareholder in PREOS. In the course of this, the previous subsidiary GORE German Office Real Estate AG ("GORE") is to be aligned with the Luxembourg market and sold (see ad hoc release dated October 19, 2021). For this purpose, the following modified key points of the transaction were agreed today with the participation of the PREOS Group parent publity AG ("publity"), GORE and the management company of the Luxembourg investment vehicle: 

In a first step, a portfolio of three Luxembourg real estate or real estate project developments indirectly held by the Luxembourg investment vehicle, consisting of an investment holding and a debt fund with an expected (net) market value of approximately EUR 480 million, is to be contributed to GORE by way of a capital increase against contributions in kind against the issuance of new GORE shares. The value to be applied to the GORE shares is to be determined on the basis of the stock market price and on the basis of an independent company valuation and is expected to be EUR 3.00 per GORE share. 

In a second step, the newly created GORE shares are to be contributed to PREOS by way of a capital increase against contributions in kind in exchange for the issue of new PREOS shares.

The value to be applied to the PREOS shares is to be determined on the basis of the stock market price and on the basis of an independent company valuation and is expected to be EUR 5.20 per PREOS share.

The capital increases in kind of PREOS and GORE are to be resolved at respective extraordinary shareholders' meetings in the second quarter of 2022.

In a third step, a further portfolio of four Luxembourg properties or real estate project developments indirectly held by the Luxembourg investment vehicle with an expected total (net) value of around EUR 1.75 billion is to be contributed to GORE by way of a further capital increase against contributions in kind planned for the period between the fourth quarter of 2022 and the fourth quarter of 2023 against the issue of further new GORE shares. The value to be applied to these new GORE shares - determined on the basis of the stock market price and on the basis of an independent company valuation - is also expected to be EUR 3.00 per GORE share.

In a fourth step, the new GORE shares created as a result of this further capital increase through contributions in kind are also to be contributed to PREOS by way of a capital increase through contributions in kind against the issue of new PREOS shares. The value to be applied to these new PREOS shares is also to be determined on the basis of the stock market price and on the basis of an independent company valuation and is expected to be EUR 5.20 per PREOS share.

As a result of the transaction, the Luxembourg-based investment vehicle is expected to hold a stake of around 44.7% in PREOS following the first PREOS capital increase in kind and around 79% following the second PREOS capital increase in kind, and PREOS will have sold its entire stake in GORE. The PREOS parent company publity will still hold around 51% of PREOS shares after the first capital increase in kind and will only hold around 20% of PREOS shares after the second PREOS capital increase in kind.

In all other respects, reference is made to the factual situation after the ad hoc announcement of October 19, 2021, which remains unchanged in this respect.

Information and explanations of the issuer to this announcement:

EXPLANATORY NOTE

 About PREOS Global Office Real Estate & Technology AG

PREOS Global Office Real Estate & Technology AG ("PREOS") is an active real estate investor focused on office properties. PREOS acts as an efficient management holding company. In purchasing, the focus is on office properties with development potential in German metropolitan regions. Added value is generated through targeted asset management measures. Developed portfolio properties are sold if there are adequate sales opportunities. The corporate strategy is to significantly expand the real estate portfolio through acquisitions in the coming years. The PREOS share (ISIN DE000A2LQ850) is listed in the m:access segment of the Munich Stock Exchange (PAG.MU) and on Xetra (PAG.DE). The registered office of PREOS is in Frankfurt am Main.

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PREOS Global Office Real Estate & Technology AG concretizes and modifies plans to take on a new major shareholder