L-KONZEPT Holding AG („Company„) today concluded a basic agreement with Gröner Group AG regarding the acquisition of an indirect 89.9% stake in five real estate projects of Gröner Group AG.
The acquisition is to take place in return for the granting of new shares in the company. To this end, it is planned to increase the company’s share capital by EUR 4,000,000.00 from the current EUR 2,000,000.00 to EUR 6,000,000.00 at an Extraordinary General Meeting of the company to be convened on March 28, 2024. Shareholders‘ subscription rights are to be excluded. CG Commercial Asset GmbH, an indirect subsidiary of Gröner Group AG, is to be authorized to subscribe to the new shares. Contributions in kind are to be made to the new shares subscribed for in such a way that CG Commercial Asset GmbH transfers its interest in the five real estate projects to the company via the contribution of an intermediate holding company.
The issue amount is EUR 2.50 per share, i.e. a total of EUR 10 million. The excess value of the non-cash contribution, which is valued at EUR 50 million on the basis of a net asset value approach, will be allocated to the company’s capital reserves.
In addition to a capital increase resolution by the Annual General Meeting in accordance with the basic agreement, the implementation of the transaction requires, among other things, further internal restructuring within the Group to bundle the real estate projects at the intermediate holding company to be contributed. According to the basic agreement, there are currently no reciprocal claims to the implementation of the contribution and the non-cash capital increase.