REG - Phoenix SpreeDeutsch - First Compulsory Redemption Announcement

Phoenix Spree DeutschlandAnnouncement

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RNS Number : 5665B  Phoenix Spree Deutschland Limited  23 April 2026

Phoenix Spree Deutschland Limited

(the "Company" or "PSDL")

First return of capital under managed portfolio realisation strategy

First Compulsory Redemption Announcement in respect of Ordinary Shares

Phoenix Spree Deutschland Limited (LSE: PSDL) announces the first return of
capital to shareholders under the Company's managed portfolio realisation
strategy, approved by shareholders at the Extraordinary General Meeting held
on 12 March 2025. The Company will return an aggregate amount of £17.5m to
shareholders.

The return of capital will be implemented by a pro rata Compulsory Redemption
of Ordinary Shares in accordance with the terms of the Compulsory Redemption
Facility adopted by the Company at the Extraordinary General Meeting held on
18 June 2025.  The Compulsory Redemption Price per Ordinary Share to be
redeemed will be £2.56.

This is a Compulsory Redemption Announcement as defined and described in the
Company's Articles of Association. Unless otherwise defined, capitalised terms
used in this Compulsory Redemption Announcement have the meanings given to
them in the circular of the Company dated 30 May 2025 relating to the
Compulsory Redemption Facility.

Background

The Compulsory Redemption is the first return of capital to shareholders under
the Company's managed portfolio realisation strategy, which is focused on the
orderly disposal of the Company's Berlin residential assets, primarily through
individual condominium sales, and the systematic return of surplus capital to
shareholders as value is realised.

Capital returns are funded from net sale proceeds, after taking account of
debt reduction, taxes, transaction costs, working capital requirements and the
retention of prudent cash balances. The timing and size of any capital return
is at the discretion of the Board and is subject to the Company continuing to
satisfy statutory solvency requirements and maintaining appropriate liquidity
and covenant headroom.

Aggregate amount to be returned

The Company will return an aggregate amount of £17.5m to shareholders in
connection with this Compulsory Redemption Announcement.

Compulsory Redemption Price

The Compulsory Redemption Price per Ordinary Share to be redeemed will be
£2.56. The Compulsory Redemption Price has been determined by the Board by
reference to the Company's IFRS Net Asset Value ("IFRS NAV") per Ordinary
Share.

Relevant Percentage of Ordinary Shares to be compulsorily redeemed

The Relevant Percentage of Ordinary Shares to be compulsorily redeemed (pro
rata as between holders of Ordinary Shares as at the Compulsory Redemption
Record Date) will be up to 7.45%.

New ISIN

A new ISIN, JE00BT7JKP71, will be enabled and available for transactions from
and including the first Business Day following the Compulsory Redemption
Record Date in respect of the remaining issued Ordinary Shares which have not
been compulsorily redeemed. Up to and including the Compulsory Redemption
Record Date, Ordinary Shares will be traded under the existing ISIN
(JE00B248KJ21).

Redemption mechanics and timetable

As at the date of this Compulsory Redemption Announcement, there are
91,827,363 Ordinary Shares in issue. Up to 7.45% of the Ordinary Shares will
be compulsorily redeemed on the Compulsory Redemption Date (approximately
6,835,938 Ordinary Shares in aggregate), resulting in an aggregate cash
payment of £17.5m.

Fractions of Ordinary Shares will not be redeemed. The number of Ordinary
Shares redeemed in respect of each individual shareholder will be rounded down
to the nearest whole number of Ordinary Shares. No action is required by
shareholders to participate in the Compulsory Redemption. All Ordinary Shares
that are redeemed will be cancelled.

Cash entitlements to the proceeds of the Compulsory Redemption are expected to
be paid on or before 14 July 2026 via the Company's registrar, MUFG Corporate
Markets (Jersey) Limited. Payment to any shareholder may be delayed where
completion of required identification ("KYC") checks is outstanding.

All payments will be made in sterling.

Expected timetable for Compulsory Redemption

 Event                                                                          Date
 Compulsory Redemption Announcement released (at 7.00 a.m.)                     23 April 2026
 Compulsory Redemption Record Date and expiry of existing ISIN number           close of business on 30 June 2026
 Compulsory Redemption Date (the Compulsory Redemption will occur immediately   close of business on 30 June 2026
 after the Compulsory Redemption Record Date)
 Ex-entitlement date (Ordinary Shares trade ex-redemption entitlement)          1 July 2026
 Second announcement confirming completion of the Compulsory Redemption and     1 July 2026
 total voting rights (to be released at 7.00 a.m.)
 New ISIN number enabled in respect of Ordinary Shares not subject to the       1 July 2026
 Compulsory Redemption
 Date for payment of proceeds in respect of Compulsory Redemption               By 14 July 2026

 Redemption certificates and cheques posted to shareholders (where applicable)  By 14 July 2026

The above dates and times are indicative only and are subject to the approval
of the London Stock Exchange and completion of the relevant FCA and
Euroclear/CREST processes. The Company reserves the right to amend the
timetable.  This announcement contains inside information for the purposes of
the UK Market Abuse Regulation. Upon the publication of this announcement,
this inside information is now considered to be in the public domain.

Taxation

The tax treatment of the compulsory redemption will depend on the individual
circumstances of each shareholder. Shareholders are advised to consult their
own professional advisers regarding the tax consequences of the redemption.
The Company does not provide tax advice.

Further information

Shareholders are encouraged to read this announcement together with the
Company's Annual Report and Accounts for the year ended 31 December 2025.

Forward-looking statements: This announcement may contain certain
forward-looking statements with respect to the financial condition, results of
operations and strategy of the Company. By their nature, forward-looking
statements involve risk and uncertainty because they relate to future events
and circumstances. Actual results may differ materially from those expressed
or implied by these forward-looking statements. The Company undertakes no
obligation to update any forward-looking statements, except as required by
applicable law or regulation.

Enquiries

Shareholders with questions regarding the Compulsory Redemption, including
entitlements, payment mechanics or completion of identification ("KYC")
requirements, should contact the Company's registrar:

MUFG Corporate Markets (Jersey) Limited

IFC 5

St Helier

Jersey JE1 1ST

Telephone: +44 (0)371 664 0300

Email: shareholderenquiries@cm.mpms.mufg.com
(mailto:shareholderenquiries@cm.mpms.mufg.com)

Shareholders are encouraged to contact the registrar directly. The Company
cannot respond to individual shareholder enquiries relating to the processing
of the Compulsory Redemption.

For further information please contact:

 

Phoenix Spree Deutschland Limited
 
+44 (0)20 3937 8760

Stuart Young

Deutsche Bank AG, London Branch (Corporate
Broker)
+44 (0) 20 7260 1263

Hugh Jonathan

Teneo (Financial
PR)
+44 (0)20 7353 4200

Robert Yates, Elizabeth Snow

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