REG-Grand City Properties S.A. Grand City Properties S.A. publishes reasoned statement of Board of Directors on voluntary public exchange offer by Aroundtown SA, recommends that shareholders accept the offer

Grand City Properties SAAnnouncement

17/03/2026 14:15

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   Grand City Properties S.A. (IRSH)
   Grand City Properties S.A. publishes reasoned statement of Board of
   Directors on voluntary public exchange offer by Aroundtown SA, recommends
   that shareholders accept the offer

   17-March-2026 / 15:03 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.  PUBLISHES REASONED  STATEMENT  OF  BOARD  OF
   DIRECTORS ON VOLUNTARY PUBLIC EXCHANGE OFFER BY AROUNDTOWN SA,  RECOMMENDS
   THAT SHAREHOLDERS ACCEPT THE OFFER

   Luxembourg, March 17,  2026 –  Grand City  Properties S.A.  ("GCP" or  the
   “Company”)  today  published   the  reasoned   statement  (the   “Reasoned
   Statement”) of its board of directors (the “Board of Directors”) regarding
   the  voluntary  exchange  offer  (the  "Offer")  made  by  Aroundtown   SA
   ("Aroundtown") to shareholders of GCP.

   On March  6, 2026,  Aroundtown  published an  offer document  (the  “Offer
   Document”) to  GCP Shareholders  (as  defined in  the Offer  Document)  to
   exchange up to  47,451,773 GCP  shares, representing  up to  approximately
   26.9% of GCP's total share capital, into Aroundtown shares in a ratio of 4
   Aroundtown shares for 1 GCP share. The Acceptance Period started on  March
   6, 2026  and  is expected  to  expire on  April  9, 2026  at  24:00  hours
   (midnight) CET.  GCP  Shareholders  intending to  tender  GCP  shares  are
   advised to contact their respective custodian bank to tender their  shares
   and inquire  about any  relevant deadlines  set by  their custodian  bank,
   which may require action before the formal end of the Acceptance Period.

   The Board of Directors has carefully  reviewed the terms of the Offer  and
   obtained a Fairness  Opinion issued  by an  independent financial  adviser
   concluding  that  the  Offer  Consideration  is  fair  from  a   financial
   perspective.  After  a  comprehensive  assessment  of  the  economic   and
   strategic   background,   Aroundtown’s    intentions,   and   the    Offer
   Consideration, the  Board of  Directors  unanimously recommends  that  GCP
   Shareholders accept the Offer. The  Board of Directors considers that  the
   Offer provides a compelling investment opportunity into Aroundtown  shares
   and reflects a fair premium for GCP Shareholders. The members of the Board
   of Directors and of GCP’s Management holding GCP shares have accepted  the
   Offer.

   The   Reasoned   Statement    is   available   on    GCP's   website    at
    1 https://www.grandcityproperties.com/investor-relations.     The     GCP
   Shareholders are  advised to  read the  Reasoned Statement  and the  Offer
   Document carefully before making any decision.

   Important Notice

   The Reasoned Statement and this press release are voluntary  publications.
   Neither the  Reasoned  Statement  nor this  press  release  constitutes  a
   reasoned statement  pursuant  to  Section  27  of  the  German  Securities
   Acquisition and Takeover Act  (WpÜG) or pursuant to  Article 10(5) of  the
   Luxembourg Takeover Act. Each GCP Shareholder must make an own independent
   decision  regarding  the  Offer,  taking  into  account  their  individual
   circumstances, including their personal tax and legal situation. The Board
   of Directors recommends that shareholders  seek independent tax and  legal
   advice where necessary.

   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:  2 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  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:          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.:  421334
   EQS News ID:   2292992


    
   End of Announcement EQS News Service

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References

   Visible links
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   2. mailto:gcp-ir@grandcity.lu
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