DGAP-Adhoc

Exchange offer and capital increase in connection with the announced voluntary public takeover offer by DEMIRE Deutsche Mittelstand Real Estate AG for all outstanding shares in Fair Value REIT-AG

DEMIRE Deutsche Mittelstand Real Estate AG / Key word(s): Offer

31.07.2015 08:40

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
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The issuer is solely responsible for the content of this announcement.

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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, EITHER IN WHOLE OR IN PART, IN THE USA,
CANADA, AUSTRALIA, JAPAN OR OTHER JURISDICTIONS WHERE TO DO SO WOULD
CONSTITUE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Exchange offer and capital increase in connection with the announced
voluntary public takeover offer by DEMIRE Deutsche Mittelstand Real Estate
AG for all outstanding shares in Fair Value REIT-AG

Frankfurt/Main, 31 July 2015 - Today, the Executive Board and the
Supervisory Board of DEMIRE Deutsche Mittelstand Real Estate AG decided to
offer the shareholders of Fair Value REIT-AG the acquisition of their
no-par value bearer shares by way of a voluntary public takeover offer in
the form of an exchange offer (the "Takeover Offer"). In addition, DEMIRE
Deutsche Mittelstand Real Estate AG and Fair Value REIT-AG today also
signed a basic agreement (so-called "Business Combination Agreement").
Further, DEMIRE Deutsche Mittelstand Real Estate AG entered into various
tender agreements with certain shareholders of Fair Value REIT-AG, in which
these shareholders undertake to accept the Takeover Offer for their Fair
Value shares (so-called "Tender Commitments"). The successful completion of
the Takeover Offer would create a real estate group with a commercial real
estate portfolio totalling around EUR 1 bn.

PUBLIC TAKEOVER OFFER BY DEMIRE DEUTSCHE MITTELSTAND REAL ESTATE AG FOR ALL
OUTSTANDING SHARES OF FAIR VALUE REIT-AG

DEMIRE Deutsche Mittelstand Real Estate AG intends to offer the
shareholders of Fair Value REIT-AG two (2) new no-par value bearer shares
of DEMIRE Deutsche Mittelstand Real Estate AG, each representing a pro rata
amount of the registered share capital of EUR 1.00 each and a right to
dividends as of 1 January 2015 (the "DEMIRE Shares") from the capital
increase in kind (the "Capital Increase"), still to be resolved by the
General Meeting, in exchange for one (1) Fair Value share tendered to
DEMIRE Deutsche Mittelstand Real Estate AG in the context of the Takeover
Offer, subject to the final determination of a minimum offer price and the
final terms in the offer document. This Takeover Offer provides Fair Value