DGAP-News: Xanthus Holdings PLC

DGAP-News: Xanthus Holdings PLC: Take-Over of 100% of the Shares of solidare real estate holding GmbH - Change of Name to solidare

Xanthus Holdings PLC / Key word(s): Takeover/Takeover

03.06.2016 18:28

Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer / publisher is solely responsible for the content of this announcement.

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News Release

2016-06-03: Xanthus Holdings plc (MT0000580101 / A1JGT0 / XNH) "Xanthus" announces that the Board of Directors has decided in its meeting today to acquire 100% of the shares of solidare real estate holding GmbH, Düsseldorf. As a prerequisite for the implementation of the takeover, the Board has resolved to rename the company to solidare real estate holding plc («solidare»). The solidare shares are being traded with immediate effect under the same ISIN: MT0000580101, WKN: A1JGT0. As soon as the name change has become technically effective, also the symbol will change to "SRH".

Background:

The Xanthus shareholders had already decided last year to fully transfer the remaining operative business to the shareholders by separating off a subsidiary company and through a capital reduction. After the statutory deadlines had expired, this transaction became effective in early May, whereby for all practical purposes Xanthus separated off all its operating assets and liabilities.

solidare real estate holding GmbH in Düsseldorf was identified as an attractive company that showed interest in a "reverse takeover" and that fulfils all the necessary criteria (size, forward-looking business model, strong balance sheet, etc.) in order give the listed company a new breath of life and ensures its continued success.

All preconditions for the consummation of the transaction have been fulfilled by the parties as of today. In particular, these comprised the renaming of Xanthus to solidare, the election of Zeki Yigit onto the Board, the presentation of a Section 73 Report from the auditing firm RSM in Malta that confirms the impairment value of the object of purchase, and the Fair Market Value Report, which was commissioned by Xanthus about solidare real estate holding GmbH, as well as the subscription to a cash capital increase by the former main shareholder.

About the solidare Group:

The solidare Group focuses on the fast-growing field of micro-apartments, especially in Germany. With six operating companies, just under 300 employees and a substantial development portfolio, solidare is able to provide the entire spectrum of services from a single source, ranging from the acquisition and construction work including interior outfitting to the renting and management of the property. The high degree of efficiency achieved as a result enables solidare to operate extremely competitively.

At the moment solidare has five existing properties under development, with a total of more than 1,700 apartments and a rental space of around 56,000 m2.

solidare is under the operational management of its principal shareholder Zeki Yigit.



Transaction:

Xanthus has acquired solidare for a total of EUR 38.000.000. The purchase price was paid in full through the issuance of 38 million shares at the nominal price of EUR 1.00 each. Furthermore, the former main shareholder subscribed to a capital increase for cash of EUR 824.224.00. The newly issued shares will be included in trading in the Entry Standard segment of the Frankfurt Stock Exchange as soon as possible.

After the conclusion of all restructuring measures and the inclusion of the shares from the purchase price and the capital increase for cash, solidare will have a total of 40.800.000 outstanding shares issued and outstanding.

Further information about solidare can now be found at www.solidare.de.

IR Contact:

Torsten Graf NewMark Finanzkommunikation GmbH Zum Laurenburger Hof 76 DE-60594 Frankfurt

Tel.: +49/ 69 / 94 41 80 64 Fax: +49 / 69 / 94 41 80 - 19 E-mail: ir@solidare.com www.solidare.de

About solidare

solidare real estate holding plc. is a listed real estate company that specializes in the growth market of micro-apartments, predominantly in Germany. Micro-apartments are furnished residential units with a floor area of between 20 and 50 m², which are mainly rented by singles, students, commuters and the elderly. The principal shareholder and CEO Zeki Yigit has been involved in real estate development for more than 15 years. With around 300 employees, solidare covers the entire value-creation chain from real estate identification, the structuring of the acquisition and financing, the planning and execution of the construction or conversion activities, marketing, ongoing administration and facility management. The Group pursues a dedicated growth strategy that aims at consolidating the market segment and enhancing efficiency by exploiting the comprehensive nature of the internal service portfolio.

Disclaimer:

This release may contain forward-looking statements based on current assumptions and forecasts made by the management of solidare or its affiliated companies. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of solidare and its affiliated companies and the estimates given here. Neither solidare nor its affiliated companies assume any liability to update these forward- looking statements or to adapt them to future events or developments.

03.06.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap.de

--------------------------------------------------------------------------- Language: English Company: Xanthus Holdings PLC 168, St. Christopher Street VKT 1467 Valletta Malta Phone: +356 21 22 7553 Fax: +356 21 22 7667 E-mail: info@xanthusholdings.com Internet: www.xanthusholdings.com ISIN: MT0000580101 WKN: Listed: Open Market (Entry Standard) in Frankfurt End of Announcement DGAP News-Service ---------------------------------------------------------------------------