The Grounds Real Estate Development AG: Shareholders of The Grounds Approve Capital Increase with a Clear Majority

Shareholders of The Grounds Approve Capital Increase with a Clear Majority

• Capital increase by up to EUR 53.4 million after prior capital reduction at a ratio of 2:1
• Major milestone reached in the implementation of the announced potential partnership with H.I.G. Capital

Berlin, 20 September 2024 – The shareholders of The Grounds Real Estate Development AG (“The Grounds” / ISIN: DE000A2GSVV5) adopted a number of resolutions with clear majorities of 95 percent each during the company’s annual general meeting on 19 September 2024, and thereby created essential prerequisites for implementing the previously announced potential partnership of The Ground with investment funds managed by H.I.G. Capital (“the Investor ”).

The focus here was primarily on the resolution to reduce the shareholder capital at a ratio of 2:1 and on the subsequent resolution to approve a capital increase for cash with subscription rights granted to the shareholders so as to issue up to 53,416,548 new shares against an issue price of EUR 1.00 per share. The new shares will carry dividend rights as of 1 January 2024. The subscription right is subject to a 1:6 ratio, meaning that one existing share entitles its holder to the subscription of six new shares. Previously, a company belonging to an investment fund managed by H.I.G. Capital had already undertaken, within the framework of a pre-subscription agreement, to subscribe 40,000,000 new shares in conjunction with the capital increase. The subscription obligation is subject to several conditions precedent. One of these conditions was the adoption of the above resolutions. Another condition, which has already been met, is clearance of the merger by Germany’s Federal Cartel Office regarding the Investor . A further condition precedent is that the terms of the bond 2021/2027 issued by the company (WKN: A3H3FH | ISIN: DE000A3H3FH2) be changed to a zero-coupon bond without any interest. The company aims to implement the capital measures by the end of the year.

Jacopo Mingazzini, CEO of The Grounds, said: “It is reassuring to see the faith that our shareholders and our strategic partner, H.I.G. Capital, have in the business model of The Grounds as expressed both in the high rate of approval that the proposed resolutions received at the annual general meeting and in the obligations concerning an imminent capital increase that were agreed to ahead of time. The resolutions adopted by the annual general meeting represent first steps that are crucial for implementing the partnership with H.I.G. Capital as planned. Further steps will be necessary to ensure that the corporate actions, which are important for the continuation of the Company, can proceed. These include specifically the conversion of the bond 2021/2027 issued by the Company (WKN: A3H3FH | ISIN: DE000A3H3FH2) into a zero-coupon bond without interest.”

Company Contact:
The Grounds Real Estate Development AG
Jacopo Mingazzini, CEO
Charlottenstrasse 79-80, 10117 Berlin, Germany
T. +49 (0) 30 2021 6866
F. +49 (0) 30 2021 6849
E-mail: info@tgd.ag
Web: www.thegroundsag.com

Investor Relations:
UBJ. GmbH
Ingo Janssen, Managing Director
Haus der Wirtschaft, Kapstadtring 10
22297 Hamburg, Germany
T. +49 (0) 40 6378 5410
E-mail: ir@ubj.de
Web: www.ubj.de

Press Contact:
RUECKERCONSULT GmbH
Peter Dietze-Felberg
Wallstr. 16
10179 Berlin, Germany
T. +49 (0) 30 284 49 87 62
E-mail: dietze@rueckerconsult.de
Web: www.rueckerconsult.de

About The Grounds
The Grounds Group implements residential projects in German metropolitan regions. The Grounds Group also holds a steadily growing residential portfolio in its fixed assets. The Grounds Real Estate Development AG is listed in the upper free market segment of the Düsseldorf Stock Exchange’s primary market (ISIN: DE000A2GSVV5) and is domiciled in Berlin.