DGAP-Adhoc: Deutsche Industrie REIT-AG to issue convertible bonds

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Deutsche Industrie REIT-AG to issue convertible bonds

Rostock, 5 June 2019 - The management board of Deutsche Industrie REIT-AG, Potsdam, ("Deutsche Industrie" or the "Company") resolved today, with the approval of the supervisory board of the Company, to launch the offering of unsecured and unsubordinated convertible bonds in the nominal amount of up to EUR 41.6 million with a term of 7 years (the "Bonds").

The Bonds will have a denomination of EUR 100,000.00 per Bond and will be convertible into up to 2,248,648 newly issued or existing Deutsche Industrie bearer shares with no-par value or may be repaid in cash. The Company is using an authorization from its annual general meeting of 22 March 2019 for the issuance of the Bonds, which provides for an exclusion of the shareholders' subscription rights (Bezugsrechte).

The Bonds will be issued at an issue price of at least 95% and will be redeemed at 100% of their principal amount. The initial conversion price shall be EUR 18.50, resulting in a conversion premium of 28.47% calculated on Deutsche Industrie's closing share price as of 4 June 2019. The coupon will amount to 2.000% p.a. payable quarterly in arrears.

The final terms of the Bonds are expected to be announced later today through a press release and settlement is expected to take place on or around 11 June 2019. The Company intends to apply for inclusion of the Bonds to trading on the Open Market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) subsequent to the settlement.

The Company will have the option to redeem the Bonds at their principal amount (plus accrued but unpaid interest) at any time if 20% or less of the aggregate principal amount of the Bonds remains outstanding. The investors will have the option to terminate the Bonds after 4 years and request repayment at 105 % of their principal amount (plus accrued but unpaid interest)

The Bonds will be placed in an accelerated bookbuilding only to institutional investors outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended, as well as outside of Australia, Canada, Japan and any other jurisdiction in which offers or sales of the Bonds would be prohibited by applicable law.

The net proceeds raised from the issue of the Bonds will be used for general corporate purposes including the refinancing of existing indebtedness of the Company.

Contact:

Deutsche Industrie REIT-AG
René Bergmann
CFO
August-Bebel-Str. 68
14482 Potsdam
Tel. +49 331 740 076 535

DISCLAIMER

This publication may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Canada or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This publication is for information purposes only and does not constitute or form part of, and should not be construed as an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities of Deutsche Industrie REIT-AG. There has not been, and will not be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction in circumstances which would require the Issuer of the Bonds to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction.

This publication does not constitute an offer to sell or a solicitation of an offer to purchase any securities of Deutsche Industrie REIT-AG in the United States. The securities of Deutsche Industrie REIT-AG referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state within the United States, and may not be offered or sold in the United States or to or for the account or benefit of any U.S. person, except in a transaction not subject to, or pursuant to an applicable exemption from, the registration requirements of the Securities Act or any state securities laws. No offering of the Bonds is being made in the United States.

In the United Kingdom, this publication is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (High Net Worth companies, partnerships, etc., such persons together being the "Relevant Persons"). This publication is directed only at Relevant Persons and may be distributed only to them. Other persons may not refer to it or rely on it. Any investment or investment opportunity discussed in this publication is directed solely at Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 Prospectus Directive Amending Directive, to the extent implemented in a Relevant Member State).