REG-Aroundtown SA Aroundtown announces Acquisition Offer for shares of Grand City Properties, publishes 2025 Consolidated Financial Report, proposes Dividend Payment combined with updated Dividend Policy

Aroundtown SAAnnouncement

04/03/2026 02:30

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   Aroundtown SA (IRSH)
   Aroundtown announces Acquisition Offer for shares of Grand City
   Properties, publishes 2025 Consolidated Financial Report, proposes
   Dividend Payment combined with updated Dividend Policy

   04-March-2026 / 03:21 CET/CEST
   The issuer is solely responsible for the content of this announcement.

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   Ad-hoc Release pursuant to Article 17 Market Abuse Regulation

   NOT FOR RELEASE,  PUBLICATION OR DISTRIBUTION  (IN WHOLE OR  IN PART)  IN,
   INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A  VIOLATION
   OF THE RELEVANT LAWS OF SUCH JURISDICTION.

   Aroundtown SA  announces  Voluntary Public  Acquisition  Offer for  up  to
   47,451,773 shares of  Grand City Properties  S.A., publishes  Consolidated
   Financial Report for  Financial Year 2025,  and proposes Dividend  Payment
   combined with updated Dividend Policy

   Grand Duchy  of Luxembourg,  March  4, 2026.  The  board of  directors  of
   Aroundtown SA (“Aroundtown“) has resolved to offer to the shareholders  of
   Grand City  Properties S.A.  (“Grand City  Properties“) to  acquire up  to
   47,451,773 shares of Grand  City Properties by way  of a voluntary  public
   acquisition offer  in  the  form  of  an  exchange  offer  (the  “Offer“).
   Aroundtown will offer 4 existing shares of Aroundtown held in treasury  as
   consideration in exchange for 1  tendered share of Grand City  Properties.
   The shares of  Aroundtown exchanged  for shares of  Grand City  Properties
   will carry the  dividend rights from  January 1, 2025. The  Offer will  be
   neither subject to the German Securities Acquisition and Takeover Act  nor
   the Luxembourg Takeover  Act. The  Offer will  be limited  to the  maximum
   holding of up to 89.5% of the  share capital of GCP (including the  shares
   held prior  to  the Offer)  and  not  subject to  any  minimum  acceptance
   threshold or other conditions. In  case tendered shares together with  the
   existing shareholding exceed the maximum offer volume, all tendered shares
   will be scaled back on a pro‑rata basis. The Offer is expected to conclude
   by beginning of April. The final terms  of the Offer will be set forth  in
   the full offer document to be published in the coming days.

   Further, Aroundtown publishes  the consolidated financial  report for  the
   financial year ended on December 31, 2025  on March 4, 2026, i.e.  earlier
   than announced in Aroundtown’s previous communication.

   Moreover, the board of directors of Aroundtown has resolved to propose  to
   the next annual general meeting which  is scheduled for June 24, 2026,  to
   approve the distribution of a dividend relating to the financial year 2025
   in an amount of EUR 0.08 (gross) per share. Any GCP shares tendered in the
   Offer will be  fully eligible for  the dividend. This  proposal marks  the
   reinstatement of  a  dividend proposal  from  the board  of  directors  of
   Aroundtown since its last  dividend proposal in  respect of the  financial
   year 2021.  Going  forward, Aroundtown  has  updated its  dividend  payout
   policy from 2026 onward to 50% of FFO 1 per share.

   Important information

   This announcement is neither  an offer to purchase  nor a solicitation  to
   purchase Aroundtown or Grand City  Properties shares. The final terms  and
   further provisions  regarding the  Offer will  be in  the offer  document.
   Investors and  holders  of  Grand  City  Properties  shares  are  strongly
   recommended to  read  the  offer  document  and  all  other  documents  in
   connection with the  Offer as  soon as they  are published,  as they  will
   contain important information.

   Subject to  the  exceptions  described  in  the  offer  document  and  any
   exceptions granted by the relevant regulatory authorities, an Offer is not
   being made directly or indirectly, in or into those jurisdictions where to
   do  so  would  constitute  a  violation  pursuant  to  the  laws  of  such
   jurisdiction.

   In particular, the Aroundtown shares  that are intended to be  transferred
   to  Grand  City  Properties  shareholders  as  consideration  (the  “Offer
   Shares“) have  not been,  and will  not be,  registered under  the  United
   States Securities Act of 1933, as amended (the “Securities Act“), or under
   the securities laws of  any state, district or  other jurisdiction of  the
   United States of  America. The Offer  Shares may not  be offered, sold  or
   delivered, directly or indirectly,  to Grand City Properties  shareholders
   located in the United States of  America (the “U.S. Shareholders“), or  to
   agents, nominees, trustees,  custodians or  other persons  acting for  the
   account or benefit of U.S. Shareholders, except pursuant to an  applicable
   exemption from,  or in  a  transaction not  subject to,  the  registration
   requirements of the Securities Act of 1933.

   The Offer  Document was  neither submitted  to nor  approved by  the  U.S.
   Securities and Exchange Commission. The  Offer is being made with  respect
   to U.S. Shareholders pursuant to Regulation 14E under the U.S.  Securities
   Exchange Act  of 1934,  as amended  (the “Exchange  Act”) in  reliance  on
   certain exemptions available  for cross-border tender  offers pursuant  to
   Rule 14d-1(d). These exemptions permit a bidder to satisfy certain  United
   States substantive  and procedural  Exchange  Act rules  governing  tender
   offers by complying with home jurisdiction law or practice and exempts the
   bidder from compliance with certain other rules of the Exchange Act. As  a
   result, the Offer is  made in accordance  with the applicable  regulatory,
   disclosure and procedural requirements under German and Luxembourg law  to
   the extent applicable, including with respect to withdrawal rights,  offer
   timetable,  settlement  procedures  and  timing  of  payments,  that   are
   different from those applicable under United States domestic tender  offer
   procedures and law. The Offer will result in the acquisition of securities
   of a Luxembourg company and is subject to German and Luxembourg disclosure
   requirements, which differ from those of the United States. The  financial
   information included or referred  to in the  offer documentation has  been
   prepared  in   accordance   with  non-U.S.   accounting   standards   and,
   accordingly, may  not  be  comparable to  financial  information  of  U.S.
   companies  or  companies  whose  financial  statements  are  prepared   in
   accordance with  generally accepted  accounting principles  in the  United
   States.

   To the  extent permissible  under  applicable law  or regulation,  and  in
   accordance with  German market  practice, Aroundtown  or its  brokers  may
   purchase, or  conclude  agreements  to  purchase,  Grand  City  Properties
   shares, directly or indirectly, outside of the scope of the Offer, before,
   during or after the  acceptance period. This  applies to other  securities
   that are directly convertible into,  exchangeable for, or exercisable  for
   Grand City Properties  shares. These  purchases may be  completed via  the
   stock  exchange  at  market  prices  or  outside  the  stock  exchange  at
   negotiated conditions. Any information on such purchases will be disclosed
   as required  by  law  or  regulation in  Germany  or  any  other  relevant
   jurisdiction and  will  also  be  published on  the  internet  website  of
   Aroundtown  under  www.aroundtown.de/investor-relations.  To  the   extent
   information about  such  purchases or  arrangements  to purchase  is  made
   public in Germany,  such information also  will be deemed  to be  publicly
   disclosed in the United States. With  respect to any such acquisitions  of
   GCP Shares outside of  the Offer from the  date of public announcement  of
   the Offer  until expiration  of the  Offer, for  any GCP  Shares  acquired
   outside of the  Offer for  consideration paid  outside the  Offer that  is
   greater than the Offer Consideration (as defined in the Offer Document for
   the  voluntary  public   takeover  offer  for   GCP  Shares),  the   Offer
   Consideration will be increased to  match such greater consideration..  No
   purchases or arrangements to purchase otherwise than pursuant to the Offer
   will be made in the United States.

   If any announcements in this document contain forward-looking  statements,
   such statements do not represent facts and are characterized by the  words
   ‘will’, ‘expect’, ‘believe’,  ‘estimate’, ‘intend’, ‘contemplate’,  ‘aim’,
   ‘assume’ or similar expressions.  Such statements express the  intentions,
   opinions or current  expectations and  assumptions of  Aroundtown and  the
   persons acting together with  Aroundtown. Such forward-looking  statements
   are based on current plans,  estimates and forecasts which Aroundtown  and
   the persons acting together with Aroundtown have made to the best of their
   knowledge,  but  which  do  not  claim  to  be  correct  in  the   future.
   Forward-looking statements are subject to risks and uncertainties that are
   difficult to predict and usually cannot be influenced by Aroundtown or the
   persons acting together with  Aroundtown. It should be  kept in mind  that
   the actual  events  or  consequences  may  differ  materially  from  those
   contained in or expressed by such forward-looking statements.

   Contact

   Timothy Wright
   T: +352 288 313
   E:  1 info@aroundtown.de
    2 www.aroundtown.de  

    

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   Dissemination of a Regulatory Announcement that contains inside
   information in accordance with the Market Abuse Regulation (MAR),
   transmitted by  3 EQS Group.
   The issuer is solely responsible for the content of this announcement.

   View original content:  4 EQS News

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   ISIN:          LU1673108939, LU1673108939, XS1634523754, XS1752984440,
                  XS2017788592, XS2027946610, XS2287744721, XS1586386739,
                  XS1639847760, XS1700429308, XS1753814141, XS1761721262,
                  XS1815135352, XS1879567144, XS1877353786, XS1901137106,
                  XS1905592546, CH0460054437, XS1964701822, XS1966277748,
                  XS1980255779, XS1999746370, XS2023873149, XS1843435501,
                  XS2273810510, XS2421195848, XS2799493825 , XS2812484728,
                  XS2812484215, XS2860457071 , XS3070545234 , XS3196024296 ,
                  XS3205709309 , CH1477661297 , XS3250457010, XS3255373964,
                  XS3285553361, CH1526684712, AU3CB0330991, AU3CB0330983
   Category Code: MSCL
   TIDM:          IRSH
   LEI Code:      529900H4DWG3KWMBMQ39
   Sequence No.:  419880
   EQS News ID:   2285220


    
   End of Announcement EQS News Service

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References

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