DGAP-Ad hoc: Adler Real Estate AG

DGAP-Adhoc: Adler Real Estate AG: ADLER Real Estate AG successfully places 10 million convertible notes 2016/2021; initial conversion price fixed at EUR 13.79 per note

ADLER Real Estate AG / Key word(s): Miscellaneous

11.07.2016 19:29

Disclosure of an inside information according to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

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Publication of insider information pursuant to Article 17 of the Market Abuse Regulation (Regulation (EU) No. 596/2014)

ADLER Real Estate AG successfully places 10 million convertible notes 2016/2021; initial conversion price fixed at EUR 13.79 per note

Hamburg, 11 July, 2016: Following the closing of the accelerated book- building process ADLER Real Estate AG (the "Company") announces that all 10 million convertible notes 2016/2021 (the "Notes") have been successfully placed with institutional investors, subject to claw back with respect to the exercise of subscription rights by the Company's shareholders.

The initial conversion price, which corresponds to the nominal amount of the Notes, was fixed at EUR 13.79 per Note, representing a 15% premium over the reference price of EUR 11.994, being the volume weighted average price of the Company's share price between launch and pricing of the accelerated book-building process.

The issue price at which the Notes will be issued was fixed at 95% of the nominal amount. The coupon was fixed at 2.5% per annum.

As a result of the above, the total placing volume (based on nominal value) was EUR 137.9 million.

The issue date will be 19 July 2016. The subscription period ends on 15 July 2016.

Disclaimer:

This publication does not constitute an offer to sell nor a solicitation of an offer to buy or subscribe for any securities. No offer of securities of the ADLER Real Estate AG is being, or will be, made to the public outside Germany. The offer in Germany is being made exclusively on the basis of the securities prospectus which has been published and filed with the German Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) including any supplements thereto. Any decision to invest in the securities of the ADLER Real Estate AG offered should solely be based on the securities prospectus including any supplements thereto. Copies of the securities prospectus (including any supplements thereto) are available free of charge at the offices of ADLER Real Estate AG (Gänsemarkt 50, 20354 Hamburg/Germany) as well as on the website of ADLER Real Estate AG (http://www.adler-ag.com).

The distribution of this publication may be restricted by law in certain jurisdictions. Persons into whose possession this publication comes are requested to inform themselves about and to observe any such restrictions. The failure to comply with such restrictions could constitute and a violation of the securities laws of such jurisdiction.

In the member states of the European Economic Area (EEA) (other than Germany) the securities referred to herein will be offered on the basis of an exemption from the requirement to publish a securities prospectus. Accordingly, this publication is only directed to, and is limited to, persons within the member states of the EEA who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended from time to time).

The material set forth herein is for informational purposes only and does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States except pursuant to an exemption from the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction of the United States. No public offering of securities will be made in the United States.

In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the Order) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as Relevant Persons). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

For inquiries please contact:

Dr. Rolf-Dieter Grass (Director) Alrike Allameh ADLER Real Estate AG Gänsemarkt 50 / 5. OG 20354 Hamburg Telefon +49 (0)40 29 81 30-0 Telefax +49 (0)40 29 81 30-99 E-Mail info@adler-ag.com

11.07.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at 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 8130-99 E-mail: info@adler-ag.com Internet: www.adler-ag.com ISIN: DE0005008007, XS1211417362, DE000A1R1A42, DE000A11QF02 WKN: 500800, A14J3Z, A1R1A4, A11QF0 Indices: SDAX, GPR General Index Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange End of Announcement DGAP News-Service ---------------------------------------------------------------------------