Disclosure of inside information pursuant to Art. 17 EU Market Abuse Regulation (MAR)
Aggregate Holdings S.A. enters into agreement with ADO Properties S.A. with regard to its shares in Consus Real Estate AG
Luxembourg, 15 December 2019 – In the context of the envisaged voluntary takeover offer of ADO Properties S.A. ("ADO Properties") to the shareholders of ADLER Real Estate AG ("Adler"), the business combination agreement entered into between ADO Properties and Adler and the strategic cooperation agreement between ADO Properties and CONSUS Real Estate AG ("Consus"), Aggregate Holdings S.A. ("Aggregate") and ADO Properties entered into an option agreement pursuant to which ADO Properties has 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 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 ADO Properties option, 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.