DEMIRE Deutsche Mittelstand Real Estate AG Announces Results of Change of Control Offer to Purchase for Cash Any or All of the Outstanding 2.875% Senior Notes due 2022

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES  

DEMIRE Deutsche Mittelstand Real Estate AG Announces Results of Change of Control Offer to Purchase for Cash Any or All of the Outstanding 2.875% Senior Notes due 2022

14 June 2018 - DEMIRE Deutsche Mittelstand Real Estate AG (the "Company") announces today the results of its cash change of control tender offer (the "Offer") for any or all of its outstanding EUR 400,000,000 2.875% Senior Notes due 2022 with ISIN (Reg S) XS1647824173, (144A) XS1647824686 and Common Code (Reg S) 164782417, (144A) 164782468 (the "Notes"), which expired at 10:00 a.m., London time, on 14 June 2018 (the "Expiration Time"). The Offer was made upon the terms and conditions of the notice of change of control and offer to purchase dated May 16, 2018 (the "Notice"). Capitalized terms used but not otherwise defined in this press release shall have their meanings given to them in the Notice.

The Company hereby announces EUR 33,375,000 in aggregate principal amount of Notes were validly tendered prior to the Expiration Time and have been or will be accepted for repurchase.  

Holders who validly tendered their Notes on or prior to the Expiration Time, and which Notes are accepted for purchase by the Company, are eligible to receive EUR 1,010.00 per EUR 1,000.00 principal amount of the Notes tendered.

The Offer is expected to settle on 18 June 2018 (the "Settlement Date"), and all payments for Notes tendered prior to the Expiration Time will be made on the Settlement Date. The Offer is also subject to customary conditions as set forth in the Notice. The Company reserves the right, in its sole discretion, to waive any and all conditions.

In connection with the Offer, Lucid Issuer Services Limited acted as tender agent (in such capacity, the "Tender Agent").

Any questions regarding the terms of the Offer may be directed to the Tender Agent at its telephone number and address listed below.

THE COMPANY

DEMIRE Deutsche Mittelstand Real Estate AG Robert-Bosch-Straße 11 63225 Langen Germany

Communications should be sent to the attention of: THE TENDER AGENT

Lucid Issuer Services Limited 12 Argyle Walk London WC1H 8HA United Kingdom

Communications should be sent to the attention of: Alexander Yangaev / Paul Kamminga

E-mail: demire@lucid-is.com

For information by Telephone: +44(0) 207 704 0880 ​

None of the Company, its management board or supervisory board, its executive officers, the Trustee, Tender Agent or any of their respective affiliates have made any recommendation as to whether you should tender any or all of your Notes. This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Offer has been made solely by means of the Notice.