REG-Grand City Properties S.A. Grand City Properties announces 2025 results with solid operational performance and guidance achieved. Aroundtown announces exchange offer for GCP shares offering 4 Aroundtown shares per GCP share

Grand City Properties SAAnnouncement

04/03/2026 03:45

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Grand City Properties S.A. (IRSH)
Grand City Properties announces 2025 results with solid operational performance and guidance achieved. Aroundtown announces exchange offer for
GCP shares offering 4 Aroundtown shares per GCP share

04-March-2026 / 04:30 CET/CEST
The issuer is solely responsible for the content of this announcement.

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   THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA,
          JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS 

 GRAND CITY PROPERTIES S.A. ANNOUNCES FY 2025 RESULTS WITH SOLID OPERATIONAL PERFORMANCE AND GUIDANCE ACHIEVED.  AROUNDTOWN ANNOUNCES EXCHANGE
                                   OFFER FOR GCP SHARES OFFERING 4 AROUNDTOWN SHARES PER GCP SHARE TENDERED 

  • Net rental income in FY 2025 amounted to €429 million, increasing by 1% compared to €423 million in FY 2024.
  • Strong like-for-like rental growth continued at 3.5%, supported by in-place rental growth.
  • In 2025 GCP completed disposals  totalling ca. €340 million around  book value, reinvesting proceeds into  ca. €300 million of  high-quality
    acquisitions.
  • Adjusted EBITDA of €340 million in FY 2025, higher by 1% from €335 million in FY 2024.
  • FFO I of €188 million in 2025, stable compared to €188 million in 2024.
  • FFO I per share amounted to €1.06 per share in 2025, lower by 2% compared to 2024, reflecting a yield of ca. 10%.
  • Full year positive property revaluation  of +3.2% on a like-for-like  basis, driven by operational growth,  while the rental yield  remained
    stable.
  • Profit for the  year amounted to  €588 million, with  basic earnings per  share of €2.67,  compared to a  profit of €242  million and  basic
    earnings per share of €1.14 in 2024, supported by positive revaluations, one-off deferred tax income, and robust operating income  partially
    offset by higher finance expenses.
  • Strong liquidity position with €1.6 billion in cash and liquid assets as of December 2025, representing 37% of total debt.
  • Conservative financial profile maintained, with a  low LTV ratio of 31%,  lower compared to 33% at the  end of December 2024, high  coverage
    ratios with an ICR ratio of 5.2x, and €6.4 billion in unencumbered assets (71% of total portfolio value)
  • EPRA NTA amounted to €4.5 billion, or €25.6 per share, as of December 2025, higher by 5% compared to December 2024.
  • 2025 guidance achieved. 2026 FFO I guidance in the range of €175 million to €185 million.
  • The Board of  Directors of GCP  welcomes the Offer  announced by  Aroundtown and appreciates  the continued trust  and long-term  commitment
    demonstrated by Aroundtown as GCP’s majority shareholder. 

Luxembourg, March 4, 2026 – Grand City Properties S.A. (“GCP” or the “Company”) announces its results for the 2025 financial year. GCP  reported
net rental income  of €429  million, a 1%  increase compared  with €423 million  in 2024,  primarily driven by  strong operational  performance,
reflected in solid like-for-like rental growth of 3.5%, which more than  offset the impact of net disposals. Adjusted EBITDA increased by 1%  to
€340 million, from €335 million in 2024,  reflecting the operational growth. FFO I remained  stable at €188 million, impacted by higher  finance
expenses, with FFO I per share at €1.06, slightly lower due to  a higher average number of outstanding shares. The Company achieved its FY  2025
FFO I guidance and  published guidance for 2026  in the range  of €175 million to  €185 million in  total and €0.99 to  €1.05 per share,  mainly
impacted by higher expected perpetual note coupons.

As of part of the 2025  Annual Report, the Company conducted  a full revaluation of its portfolio,  which is independently assessed by  external
valuers. The Company recorded a  positive property revaluation of  €277 million. The rental  yield remained stable at  4.9%, and GCP recorded  a
like-for-like portfolio increase of +3.2%. Profit for  the year amounted to €588 million,  driven by the positive revaluation, one-off  deferred
tax income, partially offset by higher finance expenses. Basic and diluted  earnings per share amounted to €2.67, compared to basic and  diluted
earnings per share of €1.14 in 2024.

In 2025, GCP continued to execute on its disciplined capital recycling strategy. The Company completed ca. €340 million of disposals around book
value, supporting deleveraging and enhancing returns.  The Company reinvested proceeds into ca.  €300 million of highly accretive  acquisitions,
ca. €190 million of which closed during  2025. Additional acquisitions worth over €100 million  are expected to be completed in mid‑2026.  After
the reporting period, GCP signed additional acquisitions amounting to €75 million in Germany.

During 2025, GCP repaid  its Series E and  Series U bonds  of approximately €260 million  aggregate nominal amount. In  December 2025, GCP  took
further proactive measures to strengthen the balance sheet and manage upcoming refinancing. The Company tapped its Series H senior bond for €250
million and issued a €600 million perpetual note at a coupon of 4.75%, while buying back ca. €600 million of perpetual notes, of which ca.  €500
million carried higher coupon.  This will result in  annualized perpetual coupon savings  of ca. €7 million.  The Company also repurchased  €100
million of its 1.5% perpetual notes in 2025, and expects to refinance the remaining €600 million ahead of their first call date in 2026.

As of December  2025, the  Company’s liquidity  position stood  at €1.6  billion, representing  37% of  total debt.  The Company’s  conservative
financial profile was further  supported by a  low LTV of  31%, an interest  coverage ratio of  5.2x, and €6.4  billion in unencumbered  assets,
representing 71% of the total portfolio, positioning the Company well to capitalise on potential growth opportunities. The average cost of  debt
was 2.1%, with an average debt maturity of 4.3 years as of 2025.

GCP’s decision whether to recommend a dividend for the year 2025 has not been  made yet and will be given prior to the invitation to its AGM  in
May 2026.

Aroundtown announces Exchange Offer for GCP Shares

Aroundtown SA (“Aroundtown”) announces today a voluntary exchange offer (the “Offer”)  for shares in GCP to increase its ownership in GCP to  up
to 89.5%.

The Offer will  provide for an  exchange of  each GCP share  into 4  shares of Aroundtown  for shareholders  accepting the offer.  Based on  the
announced exchange ratio, the Offer implies a premium of 6.6% to GCP’s last closing share price as of March 3^rd  2026 and a premium of 13.1% to
the 6 month VWAP.

The consideration will  be settled  using treasury  shares carrying full  dividend rights  as from  January 1, 2025.  The Offer  has no  minimum
acceptance threshold and is not subject to closing conditions. Shareholders accepting the Offer will receive their Aroundtown shares immediately
following the end of  the acceptance period expected  for beginning of April.  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.

GCP Shareholders to Benefit from the Transaction 

The Board of  Directors and Management  of GCP welcomes  the Offer announced  by Aroundtown and  appreciates the continued  trust and  long-term
commitment demonstrated by Aroundtown as GCP’s majority shareholder.

The Board believes that the Offer represents an attractive value proposition for GCP shareholders. The exchange implies a premium to GCP’s share
price and enables shareholders to become investors in  a company with a higher net asset value  and strong growth prospects through a share  for
share exchange structure, thereby retaining participation in future value creation. By tendering their shares, shareholders would transform into
a larger and more diversified listed real estate company with  materially higher share liquidity and a meaningfully increased free float  market
capitalisation. GCP notes that Aroundtown has announced  its intention to recommend a dividend to  its AGM of €0.08 per share. GCP  shareholders
who will exchange their shares into Aroundtown shares will be entitled for this dividend.

Subject to review of the offer document  in accordance with its legal obligations, GCP’s  Board of Directors intends to recommend acceptance  of
the Offer to shareholders and will tender its own shares.

Barclays Bank Ireland PLC,  is acting through  its Investment Bank as  Financial Adviser to  Grand City Properties S.A.  in connection with  the
Offer.

Refael Zamir, CEO of Grand City Properties: “Aroundtown has been a  highly supportive shareholder to the Company for many years, and we  welcome
the offer announced today. We are also proud to present our results for 2025, which highlight the strength of GCP’s operational platform and the
resilience of our portfolio. Through disciplined  capital recycling into highly accretive opportunities,  we are crystallizing value created  in
our assets.”

Consolidated Financial Statements for FY 2025 are available on the Company's website:
 1 https://www.grandcityproperties.com/investor-relations/publications/financial-reports/

GCP will publish its solo Annual Accounts as planned on March 11, 2026

For definitions of the alternative performance measures please see the relevant section in the pages 176-182 of the financial statements for  FY
2025,  which   you   can  find   on   the  website   under   investor  relations   >   publications  >   financial   reports  or   follow   this
link:  2 https://www.grandcityproperties.com/grandcityproperties.com/Data_Objects/Downloads/Financial_Reports/FY_2025_Financials/GCP_FY_2025.pdf

About the Company

The Company is a specialist in residential real estate, value-add opportunities in densely populated areas primarily in Germany and London.  The
Company’s strategy is to improve its properties by repositioning and intensive tenant management, and then create value by subsequently  raising
occupancy and rental levels. Further information: www.grandcityproperties.com

Grand City Properties S.A. (ISIN: LU0775917882) is a public limited liability company (société anonyme) incorporated under the laws of the Grand
Duchy of Luxembourg, having its registered office at 37, Boulevard Joseph II, L-1840 Luxembourg, Grand Duchy of Luxembourg and being  registered
with the Luxembourg trade and companies  register (Registre de Commerce et  des Sociétés Luxembourg) under number B  165 560. The shares of  the
Company are listed on the Prime Standard segment of Frankfurt Stock Exchange. 

Contact:

Grand City Properties S.A.
37, Boulevard Joseph II,
L-1840 Luxembourg
T: +352 28 77 87 86
E: info@grandcity.lu
www.grandcityproperties.com 

Investor Relations Team:
Grand City Properties S.A.
E:  3 gcp-ir@grandcity.lu

 DISCLAIMER: 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.

THE SECURITIES MENTIONED IN THIS  ANNOUNCEMENT HAVE NOT BEEN,  AND WILL NOT BE, REGISTERED  UNDER THE UNITED STATES  SECURITIES ACT OF 1933,  AS
AMENDED (THE SECURITIES ACT), AND MAY NOT BE  OFFERED OR SOLD IN THE UNITED STATES  ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION  UNDER
THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED IN THE UNITED KINGDOM TO (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN  MATTERS
RELATING TO INVESTMENTS  FALLING WITHIN ARTICLE  19(5) OF THE  FINANCIAL SERVICES  AND MARKETS ACT  2000 (FINANCIAL PROMOTION)  ORDER 2005  (THE
ORDER), (II) HIGH NET  WORTH ENTITIES, AND OTHER  PERSONS TO WHOM  IT MAY OTHERWISE LAWFULLY  BE COMMUNICATED FALLING WITHIN  ARTICLE 49 OF  THE
ORDER, AND (III) PERSONS TO WHOM IT  MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH  PERSONS TOGETHER BEING REFERRED TO AS RELEVANT  PERSONS).
THIS COMMUNICATION MUST NOT BE READ,  ACTED ON OR RELIED ON BY  PERSONS WHO ARE NOT RELEVANT PERSONS.  ANY INVESTMENT OR INVESTMENT ACTIVITY  TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EEA), THIS ANNOUNCEMENT AND  ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO  ARE
“QUALIFIED INVESTORS”  WITHIN  THE MEANING  OF  ARTICLE 2(1)(E)  OF  DIRECTIVE 2003/71/EC,  AS  AMENDED (THE  PROSPECTUS  DIRECTIVE)  (QUALIFIED
INVESTORS). ANY PERSON IN THE EEA WHO ACQUIRES THE SECURITIES IN ANY OFFER (AN INVESTOR) OR TO WHOM ANY OFFER OF THE SECURITIES IS MADE WILL  BE
DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED INVESTOR. ANY INVESTOR WILL ALSO BE DEEMED TO HAVE REPRESENTED AND AGREED THAT  ANY
SECURITIES ACQUIRED BY IT  IN THE OFFER HAVE  NOT BEEN ACQUIRED ON  BEHALF OF PERSONS IN  THE EEA OTHER THAN  QUALIFIED INVESTORS, NOR HAVE  THE
SECURITIES BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION  BY
THE COMPANY OR ANY OF THE MANAGERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.

THIS ANNOUNCEMENT  MAY CONTAIN  PROJECTIONS OR  ESTIMATES RELATING  TO PLANS  AND OBJECTIVES  RELATING TO  OUR FUTURE  OPERATIONS, PRODUCTS,  OR
SERVICES, FUTURE FINANCIAL RESULTS, OR ASSUMPTIONS  UNDERLYING OR RELATING TO ANY SUCH  STATEMENTS, EACH OF WHICH CONSTITUTES A  FORWARD-LOOKING
STATEMENT SUBJECT TO RISKS  AND UNCERTAINTIES, MANY  OF WHICH ARE  BEYOND THE CONTROL OF  THE COMPANY. ACTUAL  RESULTS COULD DIFFER  MATERIALLY,
DEPENDING ON A NUMBER OF FACTORS.

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Dissemination of a Regulatory Announcement, transmitted by  4 EQS Group.
The issuer is solely responsible for the content of this announcement.

View original content:  5 EQS News

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   ISIN:          LU0775917882, LU0775917882 , XS1491364953, XS1811181566,
                  XS2271225281, XS1220083551, XS1654229373, XS1706939904,
                  XS1706939904, XS1763144604, XS1781401085, CH0401956872,
                  XS1827041564, XS1851265527, XS1953786222, XS1964638446,
                  CH0482172415, XS2016885159, XS2033380820, XS2035328223,
                  XS2154325562, XS2282101539, XS2799494633, XS2855975285,
                  XS3246991981
   Category Code: MSCL
   TIDM:          IRSH
   LEI Code:      5299002QLUYKK2WBMB18
   Sequence No.:  419883
   EQS News ID:   2285230


    
   End of Announcement EQS News Service

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