Xior Student Housing NV (ENXTBR:XIOR) entered into a voluntary takeover offer to acquire Student Properties Spain SOCIMI, S.A. (BME:YSPS) from Pigasol SL, Euro Scanning, S.L. and others for €58.4 million on July 12, 2021. Under the terms, Xior will acquire 10.962626 million shares of Student Properties Spain SOCIMI, S.A. at a price of €2.3417 per share in cash. The Offeror will make the payment of consideration from its own resources, that is, without resorting to external financing. Numerous shareholders of Student Properties Spain holding 23,692,137 shares representing 94.77% stake have irrevocably undertaken to accept the tender offer. Student Properties Spain's management have positively recommended the tender offer. If the tender offer is accepted as per the terms set forth, Xior will be the principal shareholder of Student Properties Spain. Student Properties Spain will remain listed on the BME and will retain its Socimi status. The tender offer is subject to Xior gaining control of more than 95% of the outstanding shares and votes in Student Properties Spain. Offer is also subject to the fulfillment of the conditions: (i) The registration in the Madrid Mercantile Registry of two increases in share capital of Student Properties Spain SOCIMI, S.A., through which 14,000,525 were issued new YSPS shares (the “New Shares”), charged to non-monetary contributions consisting of the entire capital stock of HUBR Málaga SOCIMI, S.A. and HUBR Sevilla SOCIMI, S.A .; (ii) The registration of the New Shares in “Sociedad de Gestión de los Sistemas de Registration, Compensation and Liquidation of Securities, S.A. " (“Iberclear”) and its listing on BME Growth. Condition (i) satisfied on July 13, 2021, and Condition (ii) satisfied on July 21, 2021.

The offer acceptance period will be 15 days starting on the date determined in accordance with the terms of the tender offer, unless the period is extended in accordance with the terms and conditions of the tender offer. As of August 11, 2021, shareholders holding 24,962,397 shares, representing 99.85% of share capital of YSPS has accepted the Offer. Tender offer will start on July 22, 2021, and will have a duration of 15 calendar days, ending on August 5, 2021. Transaction is expected to close during the month of July 2021. The Offer is expected to be settled on August 12, 2021. Pinsent Masons EspaIa Slp acted as a legal advisor to Student Properties Spain and sellers. Osborne Clarke Cvba acted as a legal advisor to Xior. Arregui Michilot Miguel of Renta 4 Banco, S.A. (BME:R4) acted as transfer agent to Xior Student Housing NV. Altamar Advisory Partners EAFI, SL acted as financial advisor to Student Properties Spain SOCIMI, S.A. Amira Real Estate and Orienta Capital also advised Student Properties Spain SOCIMI, S.A. in the transaction.

Xior Student Housing NV (ENXTBR:XIOR) completed the acquisition of Student Properties Spain SOCIMI, S.A. (BME:YSPS) from Pigasol SL, Euro Scanning, S.L. and others on August 12, 2022. Xior Student Housing NV now has control over approx. 99.99% of all issued and outstanding shares of Student Properties Spain SOCIMI, S.A.