ADLER Real Estate AG Announces Receipt of Requisite Consents in Consent Solicitation Related to its 4.75% Notes due 2020 (ISIN: XS1211417362)

ADLER Real Estate Aktiengesellschaft Announces Receipt of Requisite Consents in Consent Solicitation Related to its 4.75% Notes due 2020
(ISIN: XS1211417362)

November 28, 2017 - ADLER Real Estate Aktiengesellschaft (Frankfurt Stock Exchange: ADL) (ADLER or the Company) announces that in its previously announced solicitation of consents (the Solicitation) for the adoption of an amendment of the indenture governing its 4.75% Notes due 2020 (ISIN: XS1211417362) (the Notes), the Company has received valid consents from the holders of at least a majority in aggregate principal amount of the Notes. Accordingly, the requisite consents to adopt the proposed amendment have been received.

ADLER entered into a third supplemental indenture today, November 28, 2017, to amend one of the definitions used in relation to the unencumbered assets covenant (the Unencumbered Assets Covenant) to provide clarification around the methodology used in determining compliance with the Unencumbered Assets Covenant. The Company believes these revised provisions more accurately reflect the methodology it uses to calculate compliance with the Unencumbered Assets Covenant.

The Solicitation expired at 5:00 pm, Central European Time, on November 28, 2017 (the Expiration Time). Subject to the conditions set forth in the consent solicitation statement previously distributed to holders of Notes on November 20, 2017 (the Consent Solicitation Statement), ADLER will pay a consent payment of EUR2.50 for each EUR1,000 principal amount of Notes for which a consent was validly delivered prior to the Expiration Time. ADLER expects to pay the consent payment on December 1, 2017.

Deutsche Bank AG, London Branch, Goldman Sachs International, J.P. Morgan Securities plc and Morgan Stanley & Co. International plc acted as solicitation agents for the Solicitation. Lucid Issuer Services Limited acted as information agent and tabulation agent for the Solicitation.

Important notice

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities. The Solicitation was made only pursuant to the terms of the Consent Solicitation Statement and related materials.

Contacts for ADLER:

Dr. Rolf-Dieter Grass
Head of Corporate Communications
ADLER Real Estate AG
Phone: +49 (30) 2000 914 29
r.grass@adler-ag.com