Deutsche EuroShop resolves to accumulate sure minority pursuits in procuring heart restricted partnerships and to extend its capital towards money and/or contributions in form with subscription rights

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

Disclosure of an inside info acc. to Article 17 of the Regulation (EU) No 596/2014 (MAR)

of

Deutsche EuroShop AG,
Hamburg
(ISIN DE0007480204)

Deutsche EuroShop AG resolves to accumulate sure minority pursuits in procuring heart restricted partnerships and to extend its capital towards money and/or contributions in form with subscription rights within the quantity of as much as €316.3 million at a subscription value of €21.50 per new share to fulfill ensuing buy value claims

Hamburg, 12 January 2023 – The manager board (Vorstand) of Deutsche EuroShop AG, Hamburg (ISIN DE0007480204) (the “Firm”), resolved at this time, with the consent of the supervisory board (Aufsichtsrat) of the Firm to accumulate minority pursuits within the restricted partnerships Allee-Middle Magdeburg KG, Saarpark Middle Neunkirchen KG, Stadt-Galerie Passau KG, Immobilienkommanditgesellschaft FEZ Harburg, Discussion board Wetzlar KG and Einkaufs-Middle Galeria Baltycka G.m.b.H. & Co. KG (the “Minority Pursuits“) from traders, a few of whom are direct or oblique shareholders of the Firm. The Firm envisages to extend its shareholding within the restricted partnerships, relying on the corporate, to between 75% and 100% and thereby goals to strengthen its monetary profile permitting for added financing choices, together with a capability to extend its dividend capability sooner or later in addition to flexibility as regards to the optimisation of its portfolio construction. Towards this background, corresponding share buy agreements had been signed at this time by the Firm or its wholly owned subsidiary, DES Beteiligungs GmbH & Co. KG (the “Share Buy Agreements“).

The Minority Pursuits shall be acquired in reference to a rights challenge. New shares to be subscribed through the Subscription Supply (as outlined under) will solely be issued towards contributions in money and the location of unsubscribed shares will solely be towards contributions in form. In the midst of the Subscription Supply (as outlined under) the share capital of the Firm shall be elevated from €61,783,594.00 by as much as €14,710,375.00 to as much as €76,493,969.00 by issuing as much as 14,710,375 new registered no-par worth bizarre shares, every with a notional curiosity within the share capital of €1.00 per no-par worth share (“New Shares“), towards money and/or non-cash contributions (“Capital Enhance“) on the premise of and by partially using the authorization of the Government Board of the Firm resolved by the annual normal assembly of the Firm on 30 August 2022. The New Shares are entitled to dividend as of 1 January 2022.

The New Shares shall be provided to the shareholders by means of an oblique subscription proper (mittelbares Bezugsrecht) (aside from DESAG Vermögensverwaltung G.m.b.H. (“DESAG”)) at a subscription ratio of 21:5 (i.e. 21 subscription rights entitle to subscribe for  5 New Shares at a subscription value of €21.50 per New Share (“Subscription Worth”). Topic to the approval of the related securities prospectus by the German Federal Monetary Supervisory Authority (“BaFin“) and its publication on the web site of the Firm (https://www.deutsche-euroshop.de/Investor-Relations-en), the subscription provide shall be revealed within the German Federal Gazette (Bundesanzeiger) on 16 January 2023 (“Subscription Supply“). Topic to publication of the subscription provide on this date, the subscription interval will run from 17 January 2023 (inclusive) till presumably (topic to extension) 30 January 2023, 24:00 CET (“Subscription Interval“).

DESAG, an oblique subsidiary of Alexander Otto, has undertaken in the direction of the Firm to train the subscription rights to be attributed to the shares immediately held by it towards fee of the Subscription Worth in money and has been granted the direct subscription proper to immediately subscribe for the respective variety of New Shares.

As well as, Hercules BidCo GmbH, Hamburg, in addition to Alexander Otto and the businesses managed by him and economically attributable to him, Kommanditgesellschaft ARENA Vermögensverwaltung (G.m.b.H. & Co.) and Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H. & Co., have waived vis-à-vis the Firm the train of the subscription rights attributable to their respective shareholdings.

The subscription rights (ISIN DE000A32VPR6) to the New Shares will likely be traded on the regulated market (Xetra and Xetra Frankfurt Specialist) of the Frankfurt Inventory Trade (Frankfurter Wertpapierbörse) through the Subscription Interval (in every case inclusive).

Within the context of the location of unsubscribed shares, the sellers of the Minority Pursuits had been granted the proper, and in accordance with the Share Buy Agreements are – upon the Firm’s request – obliged, to pay to the Firm upon its request a significant a part of the acquisition value claims ensuing from the respective Share Buy Agreements (together with accrued curiosity) (the “Buy Worth Claims“) below sure situations as a part of the location of unsubscribed shares (the “Personal Placement“, and along with the Subscription Supply the “Supply“) by means of a contribution in form (Sacheinlage) at par worth to the Firm by means of task; residual quantities of Buy Worth Claims for which no entire new shares could be granted are to be settled in money by the Firm below the agreements to be concluded. The entire quantity of the acquisition value receivables quantities to roughly € 303.3 million.

The Providing includes (i) within the Federal Republic of Germany (“Germany”), a public providing, and (ii) in sure jurisdictions exterior Germany and america of America (“United States” or “U.S.“), personal placements primarily based on Regulation S (“Regulation S“) below the U.S. Securities Act of 1933, as amended (the “Securities Act“). The general public provide of the brand new shares in Germany is made solely on the premise of a securities prospectus accredited by BaFin. The approval is anticipated to be granted on 13 January 2023. No public providing will happen exterior of Germany.

The Firm intends to make use of the gross proceeds from the Providing for the settlement of all Buy Worth Claims with a complete quantity of roughly € 303.3 million from the acquisition of the Minority Pursuits. The entire quantity of the capital enhance is decided such that the corresponding Buy Worth Claims could be contributed in full by means of a contribution in form or could be settled with the proceeds of the problem in addition to any additional Buy Worth Claims in an quantity of € 11.5 million for a attainable future acquisition of extra minority pursuits in one of many restricted partnerships involved could also be briefly reserved by the restricted companions of this restricted partnership for which no buy agreements have been concluded thus far, however no challenge proceeds considerably exceeding this quantity will likely be generated. The prices of the Supply will likely be borne by the Firm from current funds.

The share buy agreements concerning the Minority Pursuits held in Immobilienkommanditgesellschaft FEZ Harburg, and Discussion board Wetzlar KG in addition to Einkaufs-Middle Galeria Baltycka G.m.b.H. & Co. KG together with all associated capital accounts thereto had been entered into between the Firm and its subsidiary DES Beteiligungs GmbH & Co. KG as purchaser and inter alia Kommanditgesellschaft ARENA Vermögensverwaltung G.m.b.H & Co. KG and KG Vermögensverwaltungsgesellschaft Einkaufs-Middle Danzig as sellers, each of that are in the end managed by Mr Alexander Otto. Subsequently, these transactions are thought of to be associated occasion transactions. The acquisition value for the aforementioned acquisitions was € 91,978,841.99. The Firm believes that the agreed buy value  every displays the honest market worth of the Minority Pursuits. The Supervisory Board, by means of its committee, which has been shaped in reference to the acquisition of the Minority Pursuits and the Capital Enhance and solely consists of impartial supervisory board members, has accredited the conclusion of the share buy agreements.

The brand new shares are to be admitted to buying and selling on the regulated market section (regulierter Markt) of the Frankfurt Inventory Trade and on the sub-segment of the regulated market with extra post-admission obligations (Prime Commonplace) of the Frankfurt Inventory Trade. It’s anticipated that the brand new shares will likely be included within the current citation on the Frankfurt Inventory Trade and that they are going to be delivered to traders on Wednesday, 8 February 2023, however no sooner than on the second inventory alternate buying and selling day following their admission to buying and selling.

Deutsche EuroShop AG
The Government Board

Issued by: Patrick Kiss, Head of Investor & Public Relations