Noratis AG convenes bondholders' meeting for extension of the 2020/2025 bond

Eschborn, 8 July 2024 - Noratis AG (share: ISIN: DE000A2E4MK4 / WKN: A2E4MK, Bonds: ISIN: DE000A3H2TV6 / WKN: A3H2TV, ISIN: DE000A3E5WP8 / WKN: A3E5WP), a leading developer of residential property portfolios in Germany, announces that the management board, with the approval of the supervisory board, has resolved to offer the holders of the  5.5% bearer bond 2020/2025 (ISIN: DE000A3H2TV6 / WKN: A3H2TV) ("Noratis Bond 2020/2025"), issued in the amount of EUR 30 million, to submit a restructuring concept in accordance with the German Act on Debt Securities from Total Issues (Schuldverschreibungsgesetz - "SchVG"). The reason for this is that, in the opinion of the management board, the scheduled repayment of the Noratis Bond 2020/2025 on the maturity date of 11 November 2025 is at risk due to the difficult real estate market. In this context, the holders of the Noratis Bond 2020/2025 will be invited to the bondholders' meeting to be held in Eschborn on 10 September 2024.

The proposed restructuring concept essentially contains the following key points:

• Extension of the term of the Noratis bond 2020/2025 until 31 December 2028, whereby the issuer is entitled to early repayment of the bond, and
• Appointment of e.Anleihe GmbH with registered office in Stuttgart as Joint Representative of bondholders of the Noratis Bond 2020/2025.

The planned prolongation of the bond gives Noratis AG the necessary flexibility for the planned sale of property portfolios. The property market is currently characterised by a very low number of transactions. Property sales are therefore often only possible on economically unfavourable terms. With the extension, Noratis is not dependent on making additional sales for the repayment of the bond. As the market environment is expected to improve again in the future, an extension will allow the properties to be sold at better conditions. This secures the substance of Noratis AG and the repayment of the bond at the end of the term extension.

At the same time, the major shareholder of Noratis AG, Merz Real Estate GmbH & Co KG (Merz), which currently holds 65.1 % of the shares, has confirmed its obligation under the investor agreement with regard to the provision of cash contributions in the context of capital increases totalling EUR 10 million for the current year 2024. Merz has also held out the prospect of contributing up to a further EUR 16 million after 2024 with the involvement of shareholders as part of a capital increase with subscription rights. The details of this are still to be agreed between Noratis AG and Merz. It is also intended to extend the corporate bond 2021/2027 (ISIN: DE000A3E5WP8) maturing on 13 August 2027 early until 31 December 2029. This bond with an issue volume of EUR 10 million is held by one holder. Discussions have already begun. 

Bondholders are requested to attend or be represented at the meeting on 10 September 2024 in Eschborn. The application required for this can be made by post (Noratis AG, c/o Computershare Operations Centre, 80249 Munich) or by e-mail to noratis@computershare.de.  In order to participate, investors require a "Special Proof and Blocking Notice", which must be requested from the custodian bank. A corresponding sample form can be found on the Noratis AG website at https://noratis.de/investor-relations/ in the "Bondholders' Meeting" section. If bondholders do not wish to attend in person, they can authorise the company's proxies with instructions. In order to constitute a quorum, at least half of the outstanding bonds of the Noratis Bond 2020/2025 must be represented at the bondholders' meeting. If the required presence should not be achieved, a second bondholders' meeting with the same agenda items will be convened immediately. This meeting will have a quorum with regard to the restructuring of the 2020/2025 bond if at least 25% of the outstanding bond is represented.

Further information on the creditors' meeting can be found at https://noratis.de/investor-relations/.

About Noratis:

Noratis AG (www.noratis.de, ISIN: DE000A2E4MK4, WKN: A2E4MK) is a leader in the development of residential property portfolios in Germany. The company recognises and realises potential for tenants and investors. In this way, Noratis creates and maintains attractive living space throughout Germany that is also affordable. Noratis specialises in upgrading outdated residential properties, mostly company flats, neighbourhoods and estates in cities with a population of 10,000 or more and in peripheral locations in conurbations. Following successful development, the properties remain in the portfolio or are sold in the medium term to investors or in individual sales to existing tenants, investors and owner-occupiers. In doing so, Noratis creates tangible and sustainable added value for all stakeholders: from investors/shareholders, buyers/sellers, service providers and employees to current and future tenants. Noratis AG is listed on the Frankfurt Stock Exchange.

Contact for bondholders:

IR.on AG

Jonas Schneider, Fabian Kirchmann

Tel: 0221/91 40 97-33

E-mail: agv24@noratis.de
 

Contact Investor & Public Relations:

edicto GmbH

Dr Sönke Knop

+49 (0)69 905 505 51

noratis@edicto.de

Eschersheimer Landstraße 42

60322 Frankfurt am Main

Germany