TAG Immobilien AG to acquire ROBYG S.A. to accelerate its path of growth to become the leading Polish residential-for-rent player

- TAG has entered into a share purchase agreement to acquire a 100% interest in ROBYG S.A., the leading residential development firm in Poland, for an estimated purchase price of c. PLN 2,500m (c. EUR 550m), net of certain adjustments

- ROBYG's currently secured pipeline consists of c. 23,000 residential units across four Polish cities, enabling TAG to a meaningful market entry into Warsaw

- Combined with its existing subsidiary Vantage Development S.A., TAG will accelerate building up the largest residential-for-rent portfolio in the major Polish cities of Warsaw, Wroclaw, Poznan, TriCity, Krakow and Lodz consisting of more than 20,000 units to be completed in the years until 2028

- The acquisition is expected to close in Q1 2022. EUR 750m bridge financing secured which shall be taken out in 2022

Hamburg (22 December 2021)

Today, TAG Immobilien AG ("TAG") signed via a 100% owned subsidiary, a share purchase agreement to acquire 100% of the shares in ROBYG S.A. ("ROBYG") from Bricks Acquisitions Limited, a company controlled by The Goldman Sachs Group, Inc. and funds advised by affiliates of Centerbridge Partners L.P. ("Sellers"). The acquisition occurs just about two years after TAG's successful entry into the growing Polish residential market when acquiring Vantage Development S.A. ("Vantage") in late 2019. The final purchase price is based on a total transaction consideration of PLN 3,150m (c. EUR 694m) and subject to certain cash distributions to the Sellers of up to PLN 700m (c. EUR 154m) to be made prior to closing of the transaction and is expected to be in a range of c. PLN 2,450-2,550m (c. EUR 540-560m, based on a PLN/EUR exchange rate of 0.22).

The purchase price, potential repayments of existing financial debt of ROBYG, and further working capital for ROBYG's investments will be funded by a bridge facility of up to EUR 750m provided by Bank of America, Credit Suisse, Deutsche Bank, and Société Générale. The acquisition is expected to close in Q1 2022 subject to mandatory anti-trust clearance, whilst TAG management intends to refinance the bridge facility by way of capital market instruments in 2022, market conditions permitting. VICTORIAPARTNERS is acting as Financial Advisor to TAG on the acquisition and related financing transactions.

ROBYG is the largest residential real estate developer in Poland focused on Poland's major cities, with a track record of more than 26,000 units completed and delivered in the past 20 years. The secured residential pipeline currently consists of residential projects in Warsaw, Wroclaw, TriCity and Poznan representing a total of c. 23,000 unsold units. Thereof, according to TAG's current assumptions, up to c. 12,000 units will be held upon completion as yielding assets on the balance sheet to add to TAG's rental portfolio in Poland, whilst the remainder of the development pipeline (c. 11,000 units) is designated for sale.

In FY 2020, ROBYG reported operating profit (EBITDA) of PLN 269m (c. EUR 59m) and net profit of PLN 213m (c. EUR 47m). In 9M 2021, even before the traditionally strong fourth quarter, ROBYG's EBITDA amounted to PLN 165m (c. EUR 36m) and net profit of PLN 131m (c. EUR 29m) had been achieved. For FY 2021, ROBYG is on track to sell over 4,000 residential units after selling 2,156 units in FY 2020. Approx. 7,000 residential units are currently under construction.

Poland has become a sought-after market for investors, following strong economic growth with increased purchasing power and ongoing urbanization over the last years. The current housing shortage in major Polish cities has driven up prices of residential units as well as rent levels. Rent levels in major Polish cities in particular have grown significantly since 2015, clearly outperforming the respective growth rates in other major European economies. The acquisition of ROBYG will enable TAG to significantly accelerate the pace of growth of its existing Polish business.

ROBYG and Vantage will form TAG's platform in Poland, combining two successful companies with excellent management teams and highly skilled employees. Claudia Hoyer, COO of TAG, explains: "Vantage's strong presence in Wroclaw, Poznan and Lodz combined with its experience in the rental business, and ROBYG's strong position in the Warsaw and TriCity markets, will create a leader in the Polish residential real estate market, operating in both the rental and sales segments. We are very much looking forward to the future cooperation with both teams, which we have come to know as very professional."

Martin Thiel, CFO of TAG, comments on the strategic and financial rationale: "The acquisition of ROBYG is an outstanding opportunity for TAG to continue realizing external growth and high yields within our defined set of financial metrics, and to further strengthen our footprint in the rapidly growing Polish residential-for-rent market."

TAG's management is fully committed to conduct any bridge facility take-out transaction in a capital structure efficient manner as well as to maintain the current investment grade credit rating. Martin Thiel emphasizes: "The acquisition of ROBYG will not compromise TAG's long-term strategy of value creating growth from realizing such opportunities on the back of a clearly disciplined capital structure."

Contact
TAG Immobilien AG
Dominique Mann
Head of Investor & Public Relations
Phone +49 (0) 40 380 32 305
Fax +49 (0) 40 380 32 390
irtag-agcom