SGW-Immo-GmbH / LSW GmbH
Takeover Offer / Target company: home24 SE; Bidder: SGW-Immo-GmbH / LSW GmbH

Announcement of the decision to make a
voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot)
pursuant to Section 10 paras. 1 and 3 in connection with Sections 29 para. 1 and 34 of the
German Securities Acquisition and Takeover Act
(Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG)

Bidder:

SGW-Immo-GmbH
Römerstraße 39
A-4600 Wels
Austria

registered with the corporate register (Firmenbuch) of the Republic of Austria under FN 464343 h

LSW GmbH
Römerstraße 39
A-4600 Wels
Austria
registered with the corporate register (Firmenbuch) of the Republic of Austria under FN 272503 s

Target:

home24 SE
Otto-Ostrowski-Straße 3
10249 Berlin Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Charlottenburg, Germany under HRB 196337 B

WKN A14KEB / ISIN DE000A14KEB5

On 5 October 2022, Austrian RAS Beteiligungs GmbH, a direct, majority-owned subsidiary of Austrian XXXLutz KG, announced its decision to make a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) to the shareholders of home24 SE (the “Company“) for the acquisition of all non‑par value bearer shares in the Company (ISIN DE000A14KEB5), each share representing a proportionate amount of EUR 1.00 of the share capital of the Company, (the “home24 Shares“) against payment of a cash offer price of EUR 7.50 per home24 Share (the “Offer Price“).

Today, 28 October 2022, SGW-Immo-GmbH and LSW GmbH each decided to also submit an offer at the Offer Price for the acquisition of all home24 Shares by way of a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) to the shareholders of the Company.

The three bidders will jointly submit an offer document to the Federal German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) (“BaFin“) and after approval of the publication of the offer document by BaFin make an offer for the acquisition of all non‑par value bearer shares in the Company not held by the bidders (the “Offer“). In this respect, RAS Beteiligungs GmbH, LSW GmbH and SGW-Immo-GmbH form a so-called subsequent bidder consortium (nachträgliche Bietergemeinschaft) within the meaning of Section 2 para. 4 WpÜG, whereat under the voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) each party remains a bidder within the meaning of the WpÜG and has to comply independently with statutory obligations applicable to it.

Today, SGW-Immo-GmbH and LSW GmbH have acceded to the business combination agreement concluded between RAS Beteiligungs GmbH, XXXLutz KG and the Company on 5 October 2022 as joint and several debtors together with RAS Beteiligungs GmbH.

With the support of major shareholders of the Company by way of irrevocable undertakings, together with home24 Shares that have been issued by a capital increase and share purchases as well as other instruments, RAS Beteiligungs GmbH and its parent XXXLutz KG have secured in total approximately 68.7% of the Company’s share capital.

The offer document for the Offer (in the German language and a non‑binding English translation thereof) – after approval of the BaFin  and other information relating to the Offer will be published on the internet at www.xxxlutz-offer.com.

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document in detail after the BaFin has permitted the publication of the offer document. Investors and holders of shares in the Company are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer upon their availability since they will contain important information.

The extension of the group of bidders will not have any effect on the deadline for submitting the offer document to BaFin, which commenced with the publication of the decision to submit a takeover offer by RAS Beteiligungs GmbH on 5 October 2022, and the Offer Price of EUR 7.50 per home24 Share.

The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

Wels, 28 October 2022

SGW-Immo-GmbH  LSW GmbH