DEMIRE Deutsche Mittelstand Real Estate AG: Invitation to backstop

EQS-News: DEMIRE Deutsche Mittelstand Real Estate AG / Key word(s): Bond DEMIRE Deutsche Mittelstand Real Estate AG: Invitation to backstop 01.08.2024 / 09:24 CET/CEST The issuer is solely responsible for the content of this announcement. DEMIRE Deutsche Mittelstand Real Estate AG: Invitation to backstop

Langen, 1 August 2024. In connection with the planned financial restructuring measures of DEMIRE’s (the “Company”) unsecured corporate bond due October 15, 2024 (the “Notes”) and further to the Company's ad hoc announcements dated June 5, 2024 and July 1, 2024, respectively, the Company refers to the backstop letter entered into between the Company and certain holders of the Notes on June 4, 2024 (the “Backstop Letter”) which contemplates a cash tender offer related to the Notes. DEMIRE hereby announces that any Eligible Holder (as defined below) of the Notes who wishes to accede to the Backstop Letter as outlined in the ad hoc announcement of the Company on June 5, 2024 should contact the Company (at the contact details below) within the next 14 days to receive a copy of the Backstop Letter and corresponding instructions for purposes of the accession thereto.

“Eligible Holders” are defined as persons who are:

1. either non-U.S. persons located outside the United States or dealers or other professional fiduciaries in the United States acting on a discretionary basis for the benefit or account of non-U.S. persons located outside the United States, as those terms are defined in Regulation S under the Securities Act; or persons located in the United States or U.S. persons who are either (i) qualified institutional buyers within the meaning of Rule 144A under the Securities Act or (ii) “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, that are institutions; and
2. persons other than retail investors in the United Kingdom, defined as a person who is one (or more) of: (i) a retail client as defined point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Authority and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA; (iii) not a qualified investor as defined in Article 2 of Regulation (EU) No. 2017/1129 as it forms part of domestic law of the UK by virtue of the EUWA; and
3. persons other than retail investors in the European Economic Area, defined as a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC.

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