DGAP-Adhoc: ADLER Real Estate AG: ADLER Real Estate

ADLER Real Estate AG / Key word(s): Corporate Action 25.10.2013 20:09 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- ADLER Real Estate Aktiengesellschaft issues convertible bond with a volume of up to EUR 11.25 million Hamburg, 25 October 2013. The Management Board of ADLER Real Estate Aktiengesellschaft, Frankfurt/M., (ISIN DE0005008007) today with approval of the Supervisory Board resolved the issue of a convertible bond with a principal amount of up to EUR 11.25 million divided into up to 3,000,000 notes in bearer form. Issue price of the notes is EUR 3.75 and corresponds to the principal amount and the initial conversion price. The notes shall bear interest at a rate of 6.00% p.a. Interest shall be payable quarterly and shall accrue in mid-December 2013. The convertible notes are subordinated to the 6% convertible notes 2013/2017 (ISIN: DE000A1TNEE3). In accordance with their statutory subscription rights, shareholders as well as holders of the 6% convertible bond 2013/2017 are entitled according to a subscription ratio of 43:6 to purchase six new convertible notes for every 43 shares or 6% notes 2013/2017. Every note entitles initially for conversion into one share. The subscription period for the rights offer will be two weeks commencing in November 2013 after approval of the prospectus required for the rights offer. Trading of the pre-emptive subscription rights will not be provided. The terms and conditions of the notes can be viewed and downloaded immediately after publication of the rights offer in the Bundesanzeiger [Federal Gazette] on the company's website at www.adler-ag.com. The company has already received requests for subscriptions from authorized parties in a substantial amount. The Management Board plans to use the issue proceeds to invest in income-generating residential portfolios in Germany, in accordance with the company's acquisition strategy. Close Brothers Seydler Bank AG, of Frankfurt am Main, assists in the transaction. The Management Board For inquiries please contact Media: german communications dbk ag Jörg Bretschneider Alsterufer 34, 20354 Hamburg, Germany Tel.: +49-(0)40/46 88 33 0, Fax: +49-(0)40/47 81 80 presse@german-communications.com Investor Relations: Hillermann Consulting Christian Hillermann Poststra�e 14-16, 20354 Hamburg Tel.: +49-(0)40/32 02 79 10, Fax: +49-(0)40/32 02 79 114 c.hillermann@adler-ag.com Disclaimer This document does not constitute an offer to sell or a solicitation of an offer to buy or subscribe for any securities. No offer of securities of ADLER Real Estate Aktiengesellschaft is being, or will be, made to the public outside Germany. An offer in Germany will be made exclusively on the basis of the German language securities prospectus (Wertpapierprospekt) which will be published and filed with the Bundesanstalt für Finanzdienstleistungsaufsicht. Any offers outside Germany will be made in reliance on applicable exemptions from registration, filing, approval or notification requirements exclusively to qualified investors in certain jurisdictions, excluding the United States, Canada, Australia and Japan. Any decision to invest in the securities of ADLER Real Estate Aktiengesellschaft offered should solely be based on the securities prospectus. This document and the information contained herein are not for distribution, neither directly nor indirectly, in or into the Unites States of America, Canada, Australia or Japan. This publication does not constitute an offer for sale of any securities into the United States. Securities, including any shares of ADLER Real Estate Aktiengesellschaft in the course of a prospective offer, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act of 1933 as amended (the 'Securities Act')) unless they are registered under the Securities Act or exempt from registration. ADLER Real Estate Aktiengesellschaft does not intend to register a prospective offer, or any part thereof, in the United States or to make a public offer of securities in the United States. 25.10.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: ADLER Real Estate AG Herriotstr. 5 60528 Frankfurt am Main Germany Phone: +49 (0)40 - 29 8130-0 Fax: +49 (0)40 - 29 8130-35 E-mail: info@adler-ag.com Internet: www.adler-ag.com ISIN: DE0005008007, DE000A1R1A42, WKN: 500800, A1R1A4 Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg End of Announcement DGAP News-Service ---------------------------------------------------------------------------