029 Group SE

Regulatory Filings • Nov 30, 2017

News Details

Takeover Bids | 30 November 2017 23:06

Attainment of Control;

Target company: Accentro Real Estate AG; Bidder: Brookline Real Estate S.à r.l.

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of

EQS Group AG.

The bidder is solely responsible for the content of this announcement.

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Announcement of the attainment of control pursuant to Sections 35 para. 1

sentence 1 in conjunction with Section 10 para. 3 sentence 1 and 2 of the

German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und

Übernahmegesetz)

Bidder:

Brookline Real Estate S.à r.l.

(formerly RMR 8 S.à r.l.)

58 rue Charles Martel

L-2134 Luxembourg

Luxembourg

registered with the commercial register (Registre de Commerce et des

Sociétés) of Luxembourg under B217736

Target:

Accentro Real Estate AG

Uhlandstrasse 165

10719 Berlin

Germany

registered with the commercial register of the local court of

Charlottenburg under HRB 103691 B

WKN A0KFKB / ISIN DE000A0KFKB3

On 30 November 2017, Brookline Real Estate S.à r.l. (formerly RMR 8 S.à

r.l.) (the ‘Bidder’), a holding company controlled by a fund advised by

Vestigo Capital Advisors LLP, acquired on the basis of a share purchase

agreement with ADLER Real Estate AG beneficial ownership in 19,915,333

bearer shares in Accentro Real Estate AG (the ‘Company’ or ‘Accentro’)

(ISIN DE000A0KFKB3), each share representing a proportionate amount of EUR

1.00 of the share capital of the Company (each a ‘Accentro Share’, together

the ‘Accentro Shares’) and thereby attained control within the meaning of

Section 35 para. 1 sentence 1 in conjunction with Sections 29 para. 2, 30

para. 1 German Securities Acquisition and Takeover Act (Wertpapiererwerbs

und Übernahmegesetz – ‘WpÜG’) over the Company.

Currently, 19,915,333 voting rights of an overall amount of 24,910,720

voting rights in the Company are attributable to the Bidder within the

meaning of Section 30 para. 1 no. 2 WpÜG and as well within the meaning of

Section 30 para. 1 no. 5 WpÜG. This corresponds to 79.95% of the voting

rights and the share capital in the Company.

Due to the aforementioned attribution of 19,915,333 voting rights in the

Company to the Bidder, the voting rights are also attributable to the

following companies and persons pursuant to Section 30 para. 1 sentence 1

no. 1, sentence 2 and 3 in conjunction with Section 2 para. 6 WpÜG and

hence such companies and persons attained indirect control over the

Company:

Brookline Capital Limited Partnership, Granary House, The Grange, St. Peter

Port, Guernsey, GY1 2QG, Channel Islands

Brookline Capital Limited Partnership holds 100% of the shares in the

Bidder but has no direct shareholding in the Company. The full amount of

the 19,915,333 voting rights in the Company hold by the Bidder are

attributable to Brookline Capital Limited Partnership pursuant to Section

30 para. 1 sentence 1 no. 1, sentence 2 and 3 WpÜG. This corresponds to

79.95% of the voting rights and the share capital in the Company.

Brookline Capital GP Limited, Granary House, The Grange, St. Peter Port,

Guernsey, GY1 2QG, Channel Islands

Brookline Capital GP Limited holds 100% of the shares in Brookline Capital

Limited Partnership but has no direct shareholding in the Company. The full

amount of the 19,915,333 voting rights in the Company hold by the Bidder

are attributable to Brookline Capital GP Limited pursuant to Section 30

para. 1 sentence 1 no. 1, sentence 2 and 3 WpÜG. This corresponds to 79.95%

of the voting rights and the share capital in the Company.

Newton Investment Limited, Granary House, The Grange, St. Peter Port,

Guernsey, GY1 2QG, Channel Islands

Newton Investment Limited holds 100% of the shares in Brookline Capital GP

Limited, but has no direct shareholding in the Company. The full amount of

the 19,915,333 voting rights in the Company hold by the Bidder are

attributable to Newton Investment Limited pursuant to Section 30 para. 1

sentence 1 no. 1, sentence 2 and 3 WpÜG. This corresponds to 79.95% of the

voting rights and the share capital in the Company.

Mr. Natig Ganiyev, c/o Brookline Capital Limited Partnership, Granary

House, The Grange, St. Peter Port, Guernsey, GY1 2QG, Channel Islands

Mr. Natig Ganiyev holds 100% of the shares in Newton Investment Limited but

has no direct shareholding in the Company. The full amount of the

19,915,333 voting rights in the Company hold by the Bidder are attributable

to Mr. Natig Ganiyev pursuant to Section 30 para. 1 sentence 1 no. 1,

sentence 2 and 3 WpÜG. This corresponds to 79.95% of the voting rights and

the share capital in the Company.

Therefore, this announcement is also made on behalf of Brookline Capital

Limited Partnership, Brookline Capital GP Limited, Newton Investment

Limited and Mr. Natig Ganiyev (collectively the ‘Further Persons Attaining

Control’) pursuant to Section 35 para. 1 sentence 1 in conjunction with

Section 10 para. 3 WpÜG.

The Bidder will publish a mandatory takeover offer (Pflichtangebot) to the

shareholders of Accentro pursuant to Section 35 para. 2 WpÜG (the ‘Offer’)

following and subject to the approval of the offer document by the Federal

Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht – ‘BaFin’.). The Offer will be made on and

subject to the terms set out in the offer document. The offer document (in

German and a non-binding English translation) containing the detailed terms

of, and other information relating to, the Offer will be published by way

of a notice of availability in the Federal Gazette (Bundesanzeiger),

availability of copies free of charge and on the internet at http://

brookline-real-estate-takeover-offer.de.

By way of the publication of the Offer, the Bidder will also fulfil the

obligations of the Further Persons Attaining Control pursuant to Section 35

WpÜG. Therefore, they will not publish a separate mandatory takeover offer

regarding the Accentro Shares.

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an

offer to sell shares of the Company. The definite terms of the Offer, as

well as further provisions concerning the Offer, will be published in the

offer document only after BaFin has approved the publication of the offer

document. Investors and holders of shares in the Company are strongly

advised to read the offer document and all other relevant documents

regarding the Offer when they become available, since they will contain

important information.

The Offer will be issued exclusively under the laws of the Federal Republic

of Germany and certain applicable provisions of U.S. securities law. Any

contract that is concluded on the basis of the Offer will be exclusively

governed by the laws of the Federal Republic of Germany and is to be

interpreted in accordance with such laws.

Luxembourg, 30 November 2017

Brookline Real Estate S.à r.l.

End of WpÜG announcement

The 30.11.2017 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in

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