DEMIRE reaches agreement with a group of bondholders regarding the
restructuring of the 2019/2024 bond; majority shareholder makes corresponding
commitments

EQS-Ad-hoc: DEMIRE Deutsche Mittelstand Real Estate AG / Key word(s): Bond
DEMIRE reaches agreement with a group of bondholders regarding the
restructuring of the 2019/2024 bond; majority shareholder makes
corresponding commitments

05-Jun-2024 / 01:23 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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

DEMIRE reaches agreement with a group of bondholders regarding the
restructuring of the 2019/2024 bond; majority shareholder makes
corresponding commitments

Langen, 5 June 2024. Today, DEMIRE Deutsche Mittelstand Real Estate AG
(ISIN: DE000A0XFSF0) ("Company") entered into an agreement ("Lock-up
Agreement") with a group of bondholders ("Ad hoc Group") of its unsecured
corporate bond (ISIN: DE000A2YPAK1) with a maturity date of 15 October 2024
and a nominal amount currently outstanding of EUR 499 million ("Bond"),
which has the particular purpose of enabling the extension and restructuring
of the Bond on adjusted terms ("Transaction"). The members of the Ad hoc
Group together currently directly or indirectly hold Bonds representing the
majority of the outstanding aggregate principal amount of the Bond.

It is currently aimed to complete the Transaction as soon as possible by way
of a vote without a meeting (Abstimmung ohne Versammlung) pursuant to Sec.
18 of the German act on bonds from aggregate issuances
(Schuldverschreibungsgesetz,
SchVG).

The Transaction shall comprise, inter alia, (i) a partial redemption of the
Bonds at par in an aggregate principal amount of EUR 49,900,000.00 ("Early
Redemption") and, (ii) comprehensive amendments to the conditions of the
Bonds, inter alia, an extension of the maturity term until 31 December 2027,
a 5.00 % cash interest (and additional 1.00 % PIK interest starting on 1
January 2027) and an updated set of covenants aligned with the business plan
allowing the Company to maintain adequate operational flexibility.

It is intended, that as part of the Transaction and shortly after the Early
Redemption Date, the Company will launch a tender offer ("Tender Offer") to
all holders of the Bonds to repurchase Bonds at a maximum price of 76.25 %
of the principal amount of the Bond outstanding following the Early
Redemption for a total maximum purchase price of approx. EUR 159,6 million.
Assuming the maximum tender price of 76,25 % the total maximum repurchase
amount (principal amount following Early Redemption) would be approx. EUR
209 million ("Maximum Total Repurchase Amount"). The Tender Offer shall be
backstopped by backstop commitments provided by certain holders of Bonds
("Backstop").
The members of the Ad hoc Group have already committed a Backstop for a
large part of the Maximum Total Repurchase Amount. Participation in the
Backstop is open to all bondholders. The Company will pay all bondholders
who participate in the Backstop a fee of 5.00 % on the allocated Backstop
commitments.

In order to facilitate the Tender Offer and the Backstop, the Company's
majority shareholder, a subsidiary of certain funds managed by affiliates of
Apollo Global Management Inc. (the "Shareholder"), has, subject to
fulfillment of certain conditions or their waiver by the Shareholder, agreed
to grant a shareholder loan (or similar instrument) to the Company in an
aggregate amount of up to EUR 100,000,000.00, but in any event not be less
than EUR 68,345,000.00. The shareholder funding will be provided at arms´
length terms in line with statutory requirements and will include a
qualified subordination clause. The Company will, on a pro rata basis, make
available the remainder of the funds required to finance the Tender Offer in
the amount of up to approx. EUR 59.6 million.

In addition, the Shareholder has undertaken vis-à-vis the Company to take
measures that allow the Company to free up financial resources of the
Company, which the Company has allocated to the development of certain
property companies being part of the Company's real estate portfolio called
"Limes" (including Essen, Kassel, Aschheim and Cologne) ("Limes Entities"),
in order to finance the Early Redemption, the Company portion of the Tender
Offer and certain fees connected with the Tender Offer (in an aggregate
amount of up to approx. EUR 120 million). This may include a transfer of the
Limes Entities to an entity controlled by the Shareholder.

The Company will now approach further bondholders for an accession to the
Lock-Up Agreement and the support of the contemplated Transaction.


Contact:
Julius Stinauer MRICS
Head of Investor Relations & Corporate Finance
DEMIRE Deutsche Mittelstand Real Estate AG
Telefon: +49 6103 372 4944
Email: stinauer@demire.ag


End of Inside Information

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Archive at www.eqs-news.com

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   Language:       English
   Company:        DEMIRE Deutsche Mittelstand Real Estate AG
                   Robert-Bosch-Straße 11
                   63225 Langen (Hessen)
                   Germany
   Phone:          +49 6103 37249-0
   Fax:            +49 6103 37249-11
   E-mail:         ir@demire.ag
   Internet:       www.demire.ag
   ISIN:           DE000A0XFSF0
   WKN:            A0XFSF
   Listed:         Regulated Market in Frankfurt (Prime Standard);
                   Regulated Unofficial Market in Berlin, Dusseldorf,
                   Hamburg, Stuttgart, Tradegate Exchange
   EQS News ID:    1917941

End of Announcement EQS News Service
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1917941 05-Jun-2024 CET/CEST