Ad hoc disclosure

The Grounds Invites Noteholders of the Company’s 2021/2024 Convertible Bond (ISIN DE000A3H3FH2) to Participate in a Vote without Assembly on the Extension of the Bond Maturity, Subject to Modified Terms

Berlin, 23 November 2023 – The management board of The Grounds Real Estate Development AG (“The Grounds” / ISIN: DE000A2GSVV5) resolved today, with the supervisory board’s approval, to invite the noteholders of the company’s 2021/2024 convertible bond (ISIN DE000A3H3FH2) to a vote without assembly during the period starting on 14 December 2023 and ending on 18 December 2023. As previously announced, the vote is part of a master plan to reorganise the future funding structure, and is specifically intended to prepare for a possible capital increase in 2024.

The subject of the resolution will essentially be as follows:

a) extending the bond’s maturity by three years, with the option of a one-time extension by another two years to be granted to the issuer;

b) increasing the interest rate to 8% p.a. for the extended maturity; in the event that the issuer exercises the extension option, the interest rate will increase to 10% p.a.;

c) cancelling the conversion right;

d) introducing the issuer’s right to early termination and repayment of the bond up to 100% of the nominal amount until the end of the extended maturity (until 18 February 2027);

e) adding an exception to the change of control definition for the buy-in of H.I.G. Capital so that it would fail to trigger a break option for the noteholders;

f) adding a commitment for the issuer that limits distributions and mandates adherence to the debt-to-equity ratio.

The planned restructuring of the company’s 2021/2024 convertible bond is a key prerequisite for the strategic partnership with H.I.G. Capital and for the cash inflow that it would generate for the purpose of financing investments in the further growth of The Grounds in the years ahead. During preliminary talks, major noteholders have stated their intention to support the proposed concept.

The invitation to vote, including the agenda and the background to the proposed adoption of resolutions, will be published in the Federal Gazette on 28 November 2023, and can be retrieved on the homepage of The Grounds along with the required forms and other documents under as of the same date.

The Grounds Real Estate Development AG
Jacopo Mingazzini, Vorstand
Charlottenstraße 79-80, 10117 Berlin
T. +49 (0) 30 2021 6866
F. +49 (0) 30 2021 6849