ADLER Real Estate to launch a cash tender offer and a consent solicitation relating to its outstanding €300 million secured notes

EQS-News: Adler Group S.A. / Key word(s): Financing ADLER Real Estate to launch a cash tender offer and a consent solicitation relating to its outstanding €300 million secured notes 19.05.2025 / 21:45 CET/CEST The issuer is solely responsible for the content of this announcement. THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS.

ADLER Real Estate to launch a cash tender offer and a consent solicitation relating to its outstanding €300 million secured notes

Luxembourg/Berlin, May 19, 2025 – ADLER Real Estate GmbH (“Company”), a wholly-owned subsidiary of Adler Group S.A. (“Adler Group”), today resolved (i) to launch a tender offer to repurchase its outstanding €300,000,000 senior secured notes due April 27, 2026 (ISIN XS1713464524, “Notes”) for cash (“Tender Offer”) and (ii) to initiate a vote without meeting (Abstimmung ohne Versammlung) relating to the Notes (“Consent Solicitation”).

The Tender Offer period will begin on May 19, 2025 and will expire on June 16, 2025 at 24:00 (EST) / June 17, 2025 at 06:00 (CEST) unless extended or earlier terminated by the Company. The repurchase price for the Notes will be €98,500 per €100,000 principal amount plus accrued interest. The Tender Offer is subject to the terms and the conditions set forth in a tender offer memorandum (“Tender Offer Memorandum”) including, inter alia, that the Company has received or will receive through Adler Group a new financing in an amount corresponding to the total consideration payable under the Tender Offer (“New Financing”).

Adler Group has secured binding commitments for the New Financing which shall be provided by ADLER Financing S.à r.l., an orphan special purpose vehicle established on behalf of certain noteholders of Adler Group but not related to the Company or Adler Group. In connection with such commitments, noteholders representing approximately 80 % of the aggregate outstanding principal amount of the Notes committed to tender their notes in the Tender Offer.