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Hamburg, September 18, 2024 – alstria office REIT-AG (symbol: AOX, ISIN: DE000A0LD2U1) (“alstria” or the “Company”) announces that, today, the management board of alstria received a demand from BPG Holdings Bermuda Limited, a subsidiary of Brookfield Corporation (the "Majority Shareholder"), pursuant to Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz, AktG). Accordingly, the general meeting of alstria shall resolve to transfer the shares of all other shareholders to BPG Holdings Bermuda Limited or one of its subsidiaries in return for an appropriate cash compensation (Squeeze-Out under Stock Corporation Law). The amount of the cash compensation will be communicated with a specific request as soon as it has been determined and published separately. The general meeting, which is to resolve on the transfer resolution, can subsequently be convened. The general meeting is expected to take place in the first quarter of 2025. The Squeeze-Out under Stock Corporation Law only becomes effective with the approval of the general meeting and entry in the commercial register.
The Majority Shareholder does not directly hold any shares in alstria. By adding shares held by other shareholders, the arithmetical total shareholding of the Majority Shareholder amounts to 95.37%.
Further, the Company announces that, as of today, it has entered into an amendment agreement with Alexandrite Lake Lux Holdings S.à r.l. and BSREP IV Alexandrite Pooling L.P. (Bermuda), each controlled by the Majority Shareholder, to the investment agreement (the “Investment Agreement”) signed in connection with the voluntary public takeover offer in November 2021 (the “Amendment Agreement”). The Amendment Agreement allows the Majority Shareholder or one of its subsidiaries to initiate a squeeze-out before the end of the term of the Investment Agreement in February 2025. In return, Alexandrite Lake Lux Holdings S.à r.l. and BSREP IV Alexandrite Pooling L.P. undertake to indemnify the Company against the potential negative cash consequences for alstria of the compensation payments that could result from the Company’s obligation under Article 20 para. 1 of the Company’s Articles of Association to compensate minority shareholders in the event of termination of the tax exemption upon the loss of the Company’s REIT-status.
In light of the Squeeze-Out under Stock Corporation Law, alstria will not be compliant with the requirements under the Act on German Real Estate Stock Corporations with Listed Shares (REIT-Gesetz, REITG) and is therefore expected to lose its status as a REIT stock corporation on December 31, 2024, as the Squeeze Out excludes any alternative option of restoring the distribution of shares of at least 15% in free float required for a REIT stock corporation (Sections 11 para. 1, 18 para. 3 REITG).
Pursuant to Article 20 of the Company’s Articles of Association, shareholders who hold less than 3 % of the Company’s voting rights at the time of termination of the tax exemption, will be entitled to a compensation which shall be the disadvantage – if any – in terms of distributions that results from the termination of the tax exemption pursuant to Section 18 para. 3 REITG considering the tax benefits of the shareholders on a lumpsum basis and shall be determined with binding effect for the shareholders by an auditor determined by the Institute of Auditors in Germany e.V. (IDW). Upon application by the management board, the IDW has already appointed the auditor for the evaluation process.
The main financial impact of the loss of the REIT-status is related to the booking of non-cash deferred tax liability on its balance sheet at the next reporting date. This will lead to an equivalent non-cash loss on the Company’s profit and loss accounts. Based on the current information available to the company this is expected to range from around EUR 150 million (assuming full trade tax relief) up to around EUR 400 million (assuming no relief from trade tax). The final value of the deferred tax liability for financial year 2024, will only be known precisely following the valuation of alstria’s assets at the balance sheet date.
Additional information regarding the loss of the REIT-status on alstria’s financials can be found in alstria’s 2024 HY financial result as a contingent liability disclosure (page 24 of the half-year financial statement as of June 30, 2024, available at https://alstria.com/investor/#reports).
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