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publity AG plans addition of new majority shareholder in its subsidiary PREOS Global Office Real Estate & Technology AG and terminates plans to sell its PREOS stake

Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014

 

Frankfurt/Main, 19 October 2021, 10:50am – publity AG (Scale, ISIN DE0006972508, “publity”) plans to join PREOS as a new majority shareholder together with the Group’s subsidiary PREOS Global Office Real Estate & Technology AG (“PREOS”), a Luxembourg-based investment company with its own investor consortium of established European insurance companies managed by a general partner. In this context, the PREOS subsidiary GORE German Office Real Estate AG (“GORE”) is to be simultaneously restructured and sold by PREOS. For this purpose, a letter of intent with the participation of PREOS and GORE. In the event of a positive conclusion of the due diligence reviews, a basic agreement on the implementation of the transaction will be signed. The letter of intent essentially provides for the following steps:

In a first step, a portfolio of Luxembourg real estate project developments consisting of an investment holding and a debt fund with a market value expected to exceed EUR 1 billion is to be contributed to GORE through a capital increase in kind against the issuance of new GORE shares. The value to be applied to the GORE shares is to be determined on the basis of the stock exchange price and on the basis of a company valuation and is expected to be within a range of EUR 2.00 to EUR 3.00 per GORE share. This will result in a value adjustment requirement for PREOS with regard to the approx. 23 million GORE shares valued at EUR 4.00 in the annual financial statements per 31 December 2020.

In a second step, the newly created GORE shares are to be contributed to PREOS also in the context of a capital increase against contributions in kind against the issue of new PREOS shares. The value to be applied to the PREOS shares shall also be determined in this case on the basis of the stock exchange price and on the basis of a company valuation. It is expected to be in a range of EUR 4.50 to EUR 5.50 per PREOS share. As a result, the new investor acquires a majority of more than 50% of the share capital of PREOS.

The required Shareholders’ Meeting resolutions for the first two steps are planned for the beginning of 2022.

The GORE shares held by PREOS following these two transaction steps are to be reallocated to investors in a third step. For this purpose, GORE is to sell its German real estate portfolio and focus exclusively on the acquisition of commercial real estate projects located in Luxembourg.

The revenues accruing to PREOS from the re-placement of the GORE shares are to be used as equity shares for the further expansion of the PREOS real estate portfolio with a focus on premium properties in the commercial real estate market in Germany and, in a further step, in other European financial metropolises. Due to this inflow of funds, the PREOS real estate portfolio is expected to grow by a total market value on properties of at least EUR 3 billion by the end of 2023. At the same time, two supervisory board positions and the executive board are to be newly filled.

As the parent company of PREOS and as its asset manager, publity expects a significant increase in the managed portfolio in the medium term. This also results in a medium-term increase in turnover.

Against the background of this planned transaction, publity has abandoned its intention to sell its stake in PREOS and will no longer pursue the talks with the Asian conglomerate on the acquisition of a PREOS stake (see ad hoc notification dated 25 January 2021).

Furthermore, publity does not intend to resume the public offerings of PREOS tokens and PREOS shares that have been terminated for the time being (see ad hoc notification of 26 February 2021).

Press Contact:

Financial Press and Investor Relations:

edicto GmbH

Axel Mühlhaus/ Svenja Liebig

Phone: +49 69 905505-52

Mail: publity@edicto.de

EXPLANATORY PART

About publity
publity AG (“publity”) is an asset manager and investor specialised in office real estate in Germany. The company covers the core of the value chain from the acquisition to the development and the sale of real estate. With over 1,100 transactions in the past seven years, publity is one of the most active players in the real estate market. publity is characterized by a sustainable network in the real estate industry and in the Work-Out departments of financial institutions. With very good access to investment funds, publity handles transactions rapidly with a highly efficient process and proven partners. On a case-by-case basis, publity participates as co-investor in joint venture transactions to a limited extent. The shares of publity AG (ISIN DE0006972508) are traded on the Scale segment of Deutsche Börse.

publity AG plans addition of new majority shareholder