DGAP-News: Fair Value REIT-AG

DGAP-News: Fair Value REIT-AG: Announcement of Change of Control

DGAP-News: Fair Value REIT-AG / Key word(s): Miscellaneous Fair Value REIT-AG: Announcement of Change of Control

22.12.2015 / 10:02 The issuer is solely responsible for the content of this announcement.

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Publication of Fair Value REIT-AG

Munich

regarding the

4,5 % Convertible Bond 2015/2020

ISIN DE000A13SAB8

WKN A13SAB

Announcement of Change of Control

On 19 January 2015, issued a convertible bond (ISIN: DE000A13SAB8) in the nominal amount of EUR 8,460,000.00 that will mature on 19 January 2020 ("Convertible Bond"). Fair Value REIT-AG herewith announces pursuant to Art. 14, Sec. 1, of the Terms and Conditions of the Convertible Bond ("Terms and Conditions") that a Change of Control in the meaning of the Terms and Conditions has taken place:

Fair Value REIT-AG has learned on 21 December 2015 that the voluntary takeover offer ("Takeover Offer") of DEMIRE Deutsche Mittelstand Real Estate AG for the acquisition of all of the non-par bearer shares of Fair Value REIT-AG, which was published on 14 October 2015 and which was accepted in view of ca. 77,70 % of the nominal share capital and voting rights of Fair Value REIT-AG according to the publication of DEMIRE Deutsche Mittelstand Real Estate AG, has become unconditional due to the occurrence of all closing conditions on 21 December 2015.

Thus, DEMIRE Deutsche Mittelstand Real Estate AG has acquired Control over Fair Value REIT-AG in the meaning of the Terms and Conditions since 21 December 2015. Fair Value REIT-AG has determined 19 February 2016 as Effective Date ("Effective Date") in the meaning of § 14(1)(a)(ii) of the Terms and Conditions

According to § 14(1)(b) of the Terms and Conditions, the creditors of convertible bond 2015/2020 (ISIN DE000A13SAB8) may, at their option, by submitting a redemption notice (the "Redemption Notice"), demand from Fair Value REIT-AG redemption as of the Effective Date of any or all of their Notes for which the Conversion Right was not exercised and which were not declared due for redemption, at the Put Early Redemption Amount (103 % of the nominal amount of the Convertible Bond) plus interest accrued on their Principal Amount until (but excluding) the Effective Date.

The Redemption Notice must be received by the Issuer no less than 10 days prior to the Effective Date.

Alternatively, according to § 14(1)(d) of the Terms and Conditions, creditors of the Convertible Bond have the right to exercise their conversion right until (and including) the Effective Date on the basis of the adjusted Conversion Price of EUR 6,7608. Thereby, every submitted Convertible Bond will be converted into 147.9114 shares of Fair Value REIT-AG.

Munich, December 2015

Fair Value REIT-AG

The Management Board

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22.12.2015 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

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Language: English Company: Fair Value REIT-AG Leopoldstraße 244 80807 München Germany Phone: +49 (0)89 9292 815-01 Fax: +49 (0)89 9292 815-15 E-mail: info@fvreit.de Internet: www.fvreit.de ISIN: DE000A0MW975 WKN: A0MW97 Indices: RX REIT All Share Index, RX REIT Index Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart End of News DGAP News Service ---------------------------------------------------------------------------

425677 22.12.2015