A.D.O. Group: Receipt of Undertakings to Purchase Shares of ADO PROPERTIES S.A.

TEL AVIV, Israel, Nov. 25, 2019 /PRNewswire/ -- Further to reports published by A.D.O. Group Ltd. (the "Company") (TASE: ADO) regarding a merger agreement signed between the Company on the one hand and ADLER Real Estate AG (the "Acquiring Company") and Li Lorgen Ltd., a wholly-owned subsidiary of the Acquiring Company on the other hand (the "Merger Agreement"), and in connection with the Company's obligation under the Merger Agreement to sell shares of its subsidiary ADO PROPERTIES S.A (the "Subsidiary") (XTERA: ADJ) owned by the Company such that, following such sale, the Company's holdings in the issued capital and voting rights of the Subsidiary shall not exceed 33.3% and shall not be less than 33.2%, the Company is pleased to announce that on November 25, 2019, it received irrevocable undertakings from a number of institutional entities in Israel (third parties which, to the best of the Company's knowledge, are not parties to an agreement relating to the holding, purchase or sale of securities of the Subsidiary; the "Purchasers"), to purchase from the Company an aggregate amount of up to 2,170,000 shares of the Subsidiary (representing approximately 4.91% of the issued capital and voting rights of the Subsidiary), such that Company's holdings of the Subsidiary's shares after the sale will amount to approximately 33.25%.

In this context, each of the Purchasers (separately) undertook to purchase, subject to receipt of a written acceptance notice from the Company, the shares of the Subsidiary in an off-market transaction, at a price that is not materially lower than the price of the Subsidiary's shares on the Frankfurt Stock Exchange at the date of receipt of the undertakings, subject to the adjustment mechanism in the event of a change in the Subsidiary's share price above or below the determined threshold, relative to the average price of the Subsidiary's shares over a period prior to the sale; The shares will be purchased without any declaration or representation or indemnity (As Is). The Purchasers' undertakings are in effect until December 31, 2019.

It is clarified that, as of the date of the report, the shares of the Subsidiary have not been sold pursuant to said undertakings. 

The completion of the Merger Agreement is subject to the fulfillment of the conditions.

About A.D.O Group LTD:
A.D.O. Group is a holding company that hold approximately 38% of ADO Properties that focuses on the residential real estate sector and owns a property portfolio of around 24,000 units in Berlin. The company operates an entirely integrated, scalable in-house platform that includes a dedicated property administration. The portfolio of ADO Properties is concentrated in central locations inside Berlin's S-Bahn-Circle and in attractive districts on the city's periphery

Contact:
Ilan Roth
Company Secretary
A.D.O. GROUP LTD
Tel.: +972-3-5416303 
Email: [email protected]

SOURCE A.D.O. Group Ltd.