Disclosure of Inside Information Pursuant to Article 17 of Regulation (EU) No. 596/2014
Berlin, July 20, 2023 – Accentro Real Estate AG (“Accentro” or the “Company”) announces that it has 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 from Nox Capital Holding GmbH (“Nox Capital”) (collectively, the “Interested Parties”) regarding a potential offer for Accentro (“Potential Transaction”), which is still subject to various conditions.
According to the Interested Parties, Shinhan has granted a loan to Accentro’s majority shareholder, Brookline Real Estate S.à.r.l. (“Brookline”), which is currently in default; as part of this loan, Brookline has pledged approximately 75% of Accentro’s outstanding shares (“Pledged Shares”) to Shinhan as collateral. Pursuant to the non-binding expression of interest, the interested parties are considering realizing the security interest in up to all of the pledged shares, submitting a takeover offer under the WpÜG for Accentro’s shares (excluding the pledged shares) based on the statutory minimum offer price, implement certain changes to corporate governance, and initiate an equity or equity-like capital raise for Accentro in the mid-double-digit millions to provide the company with additional liquidity and enable the partial voluntary repayment of the outstanding senior secured bond in the amount of 225 million euros. According to the interested parties, such a capital raise would be underwritten by Shinhan and Nox Capital and is likely to result in significant dilution for the company’s existing shareholders who do not wish to or are unable to exercise their subscription rights.
According to the non-binding expression of interest, the potential transaction is contingent, in particular, on reaching a satisfactory agreement regarding an amendment to the company’s existing bond, on Accentro’s share price not rising significantly, and on the completion of a confirmatory due diligence review. According to the non-binding expression of interest, the interested parties are requesting, among other things, a waiver of the change-of-control clause and the amendment and restatement of certain terms regarding the bond, particularly with respect to guaranteed minimum repayments.
Accentro’s Management Board is currently reviewing and evaluating the non-binding expressions of interest received and is in contact with the interested parties. Accentro’s Management Board advises its shareholders and bondholders to thoroughly analyze the situation for the time being before taking any action. Accentro’s Management Board will provide immediate updates on all material developments.
Person responsible for the announcement:
Thomas Eisenlohr, Head of Investor Relations
Tel.: +49 (0)30 887181272
eisenlohr@accentro.de
Berlin, July 20, 2023
The Executive Board: ACCENTRO Real Estate AG Kantstraße 44/45 D-10625 Berlin
ISIN: DE000A0KFKB3 / DE000A3H3D51 / DE000A254YS5
Stock Exchanges: Frankfurt Stock Exchange, Regulated Market (Prime Standard) / Luxembourg Stock Exchange
Investor Relations Contact:
Thomas Eisenlohr
ACCENTRO Real Estate AG
Kantstraße 44/45
10625 Berlin
Email: eisenlohr@accentro.de
Phone: +49 (0)30 88 71 81 272