ERWE Immobilien AG: Elbstein AG announces mandatory offer

Frankfurt (pta023/10.06.2022/14:50 UTC+2)

• Major shareholder reaches controlling stake and announces the submission of a mandatory offer
• Mandatory offer shall simultaneously serve as delisting offer to enable the revocation of the admission of the shares of ERWE Immobilien AG to trading on the Regulated Market segment of the Frankfurt Stock Exchange

Frankfurt/M., 10 June 2022. The shareholder Elbstein AG, Brook 1, 20457 Hamburg, registered in the Commercial Register of the Local Court of Hamburg under HRB 107610 (Bidder) has informed ERWE Immobilien AG (ISIN: DE000A1X3WX6), Frankfurt/Main (ERWE) on 10 June 2022 that by registering the implementation of a capital increase at ERWE from EUR 18,219,214.00 by EUR 6,343,708.00 to EUR 24,562,922.00 (New Share Capital) in the Commercial Register of the Local Court (Amtsgericht) of Frankfurt am Main it has reached a controlling stake in ERWE, pursuant to section 35 para. 1 in conjunction with section 29 para. § 29 para. 2 WpÜG.

Following the implementation of the capital increase, the Bidder directly holds 8,193,794 shares in ERWE, which corresponds to 33.36% of the New Share Capital and the voting rights in ERWE. In addition, 101,000 Shares in HCK Wohnimmobilien GmbH are attributable to the Bidder pursuant to section 30 para. 1 no. 1 WpÜG. The Bidder holds approximately 94.4% of the shares in HCK Wohnimmobilien GmbH, which therefore qualifies as a subsidiary of the Bidder within the meaning of section 2 para. 6 WpÜG. Thus, after the implementation of the capital increase, the Bidder directly and indirectly holds 8,294,794 shares in ERWE, which corresponds to approx. 33.77 % of the share capital and the voting rights of ERWE.

Beyond the above-mentioned share of voting rights, the Bidder and HCK Wohnimmobilien GmbH do not hold any further voting rights in ERWE which are attributable pursuant to section 30 WpÜG.

After the Federal Financial Supervisory Authority (BaFin) has permitted the publication of the Offer Document, the Bidder will, in fulfilment of its obligation and, at the same time, the obligation of HCK Wohnimmobilien GmbH vis-à-vis all shareholders of ERWE pursuant to section 35 para. 2 WpÜG, make a mandatory offer to acquire all shares in ERWE at the statutory minimum price. The Bidder intends to make the Mandatory Offer simultaneously as a delisting offer to enable the revocation of the admission of the shares of ERWE to trading on the Regulated Market of the Frankfurt Stock Exchange pursuant to section 39 of the German Stock Exchange Act.

The Mandatory Offer and the Delisting Acquisition Offer will be executed in accordance with the terms and conditions to be set out in the Offer Document, whereby the Bidder reserves the right to deviate from the key data set out herein in the Offer Document to the extent this is legally permissible.

This Offer Document will be published by the Bidder on the internet on its website www.Elbstein.com pursuant to sections 35 para. 2 sentence 2, 14 para. 3 sentence 1 WpÜG. In addition, a reference to the publication of the Offer Document will be published in the Federal Gazette (Bundesanzeiger).

ERWE Immobilien AG focuses on developing a highly profitable mixed-use commercial real estate portfolio in the office, retail, hotel and residential segments. Its preferred sites involve promising downtown locations in German cities and exclusively prime locations in smaller towns and municipalities. ERWE acquires properties whose potential value growth can be sustainably exploited by introducing new utilisation concepts. This way, the company aims to build a highly profitable and valuable portfolio with substantial revenue growth. ERWE Immobilien AG is listed in the Regulated Market (Prime Standard) in Frankfurt and in open trading on the stock exchanges in Frankfurt am Main (XETRA), Berlin, Düsseldorf and Stuttgart (ISIN: DE000A1X3WX6).

Contacts for enquiries:

german communications AG

Jörg Bretschneider

Milchstr. 6 B

20148 Hamburg

T. +49-40-4688330, F. +49-40-46883340

presse@german-communications.com

ERWE Immobilien AG

Hans-Christian Haas

Herriotstraße 1

60528 Frankfurt

T.+49-69-96 376 869-25, F. +49-69 96 376 869-30

h.haas@erwe-ag.com

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Emitter:	ERWE Immobilien AG Herriotstraße 1 60528 Frankfurt Germany
Contact Person:	Hans-Christian Haas
Phone:	+49 69 96376869 25
E-Mail:	h.haas@erwe-ag.com
Website:	www.erwe-ag.com
ISIN(s):	DE000A1X3WX6 (Share)
Stock Exchange(s):	Regulated Market in Frankfurt; Free Market in Berlin, Dusseldorf, Stuttgart