ADLER Real Estate announces the results of its cash tender offer and consent solicitation relating to its outstanding €300 million secured notes

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS.

ADLER Real Estate announces the results of its cash tender offer and consent solicitation relating to its outstanding €300 million secured notes

Luxembourg/Berlin, June 20, 2025 – ADLER Real Estate GmbH (“Company”), a wholly-owned subsidiary of Adler Group S.A. (“Adler Group”), announces the results of (i) its offer to repurchase its outstanding €300,000,000 senior secured notes due April 27, 2026 (ISIN XS1713464524, “Notes”) for cash (“Tender Offer”) and (ii) the vote without meeting (Abstimmung ohne Versammlung) relating to the Notes (“Consent Solicitation”), each as announced on May 19, 2025.

The total tendered (and not validly withdrawn) amount under the Tender Offer is EUR 285,200,000 (representing approx. 95% of the nominal amount outstanding). The Company accepts the full tendered amount for a purchase price of EUR 98,500 per EUR 100,000 principal amount plus accrued interest. The settlement date for the Tender Offer is expected to be June 27, 2025.

In addition, 100% of the present and voting noteholders approved the amendment of the terms and conditions of the Notes by way of votes without meeting (Abstimmung ohne Versammlung) which lasted from 06:00 a.m. CEST on  June 17, 2025 until 06:00 a.m. CEST on June 20, 2025.

IMPORTANT NOTICE:

This announcement must be read in conjunction with the Tender Offer Memorandum. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, legal adviser, accountant or other independent financial adviser. This announcement is for informational purposes only. The relevant offer was made only pursuant to the tender offer memorandum dated May 19, 2025 and only in such jurisdictions as is permitted under applicable law. Neither this announcement, nor the Tender Offer Memorandum nor any other documents or materials relating to the Offer (as defined in the Tender Offer Memorandum) constitutes an offer to purchase or the solicitation of an offer to tender or sell Notes to or from any person located or resident in any jurisdiction where such offer or solicitation is unlawful.

None of this announcement or the tender offer memorandum or any such related document has been filed with the U.S. Securities and Exchange Commission, nor has any such document been filed with or reviewed by any U.S. State Securities Commission or regulatory authority of any other country. no authority has passed upon the accuracy or adequacy of this announcement or the tender offer memorandum or any related documents, and it is unlawful and may be a criminal offence to make any representation to the contrary.

The distribution of this announcement and the tender offer memorandum in certain jurisdictions may be restricted by law. persons into whose possession this announcement or the tender offer memorandum comes are required by the company to inform themselves about, and to observe, any such restrictions.

This announcement contains certain forward-looking statements with respect to certain of the Company’s current expectations and projections about future events. These statements, which sometimes use words such as “intend,” “proposed,” “plan,” “expect,” and words of similar meaning, reflect the Company’s beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.