EQS-Adhoc: ACCENTRO Real Estate AG informs about potential change in its shareholder structure

ACCENTRO Real Estate AG informs about potential change in its shareholder structure

Berlin, 20 July 2023 Accentro Real Estate AG (Accentro or Company) announces that it received a non-binding expression of interest from NongHyup Bank Co. Ltd., acting as trustee for the Shinhan AIM Structured General Private Investment Trust No. 5 (Shinhan), and Nox Capital Holding GmbH (Nox Capital) (jointly Interested Parties) outlining a proposal of a possible offer for Accentro (Potential Transaction), which is still subject to various conditions.

According to the Interested Parties, Shinhan has granted a loan to Accentros majority shareholder Brookline Real Estate S.à.r.l. (Brookline), which is currently in default and under which Brookline has pledged approx. 75% of outstanding shares in Accentro (Pledged Shares) as security to Shinhan. According to the non-binding expression of interest, the Interested Parties consider enforcing the pledge on up to all of the Pledged Shares, make a takeover offer under the WpÜG for the shares in Accentro (other than the Pledged Shares) based on the legal minimum offer price, implement certain corporate governance changes and initiate an equity or equity-like fundraising of Accentro in a mid two-digit million range with the aim to provide additional liquidity to the Company and enabling a partial voluntary repayment on the 225m outstanding senior secured notes. According to the Interested Parties, such fundraising would be backstopped by Shinhan and Nox Capital and is expected to result in a significant dilution to existing shareholders of the Company not choosing to or not being able to exercise their subscription rights.

According to the non-binding expression of interest, the Potential Transaction is in particular subject to a satisfactory agreement on an amendment of the Companys outstanding bonds, no material increase in the share price of Accentro as well as satisfying confirmatory due diligence. According to the non-binding expression of interest, in relation to the bond amendment, the Interested Parties require i.a. a waiver on the change-of-control clause and the amendment and re-set of certain terms and conditions in particular with respect to guaranteed minimum redemptions.

The executive board of Accentro is currently reviewing and evaluating the received non-binding expression of interest and liaises with the Interested Parties. For the time being, the executive board of Accentro advises its shareholders and bondholders to thoroughly analyse the situation prior to taking any action. The executive board of Accentro will immediately inform about all significant developments.

Notifying person:

Thomas Eisenlohr, Head of Investor Relations
Tel.: +49 (0)30 887181272
eisenlohr@accentro.de

Berlin, 20 July 2023

The Management Board
ACCENTRO Real Estate AG
Kantstraße 44/45
D-10625 Berlin

ISIN: DE000A0KFKB3 / DE000A3H3D51 / DE000A254YS5

Stock exchange: Frankfurter Stock Exchange, regulated market (Prime Standard) / Luxembourg Stock Exchange