EQS-Adhoc: Readcrest Capital AG: Issuance of two convertible bonds excluding shareholders' subscription rights

Disclosure of inside information pursuant to Article 17 of Regulation (EU) No 596/2014

Readcrest Capital AG: Issuance of two convertible bonds excluding shareholders' subscription rights

Hamburg, 6 October 2025 – The Management Board of Readcrest Capital AG (ISIN DE000A1E89S5; WKN A1E89S) (the ‘Company’) today decided, with the approval of the Supervisory Board, as already outlined in the ad hoc announcement of 26 June 2025, to issue a non-interest-bearing mandatory convertible bond with a total nominal value of EUR 29,000, 000.00 (‘mandatory convertible bond’), divided into 29,000 partial debentures with a nominal value of EUR 1,000.00 each, excluding shareholders' subscription rights, to Midgard Beteiligungsgesellschaft mbH (‘Midgard’) and CFS Beteiligungsgesellschaft mbH (“CFS”), on the condition that Midgard and CFS contribute their stake in RC Stadtentwicklung GmbH, Leipzig (‘RCS’) to the company. RCS holds majority interests in three real estate project development companies from the insolvency estate of AOC relating to properties in Dresden, Halle and Magdeburg. Midgard is an investment company owned by Rolf Elgeti, a member of the Management Board, and CFS is an investment company owned by the Schwerdtfeger family.

The conversion price is initially EUR 1.20 and may be adjusted under certain circumstances. The mandatory convertible bond will be mandatorily converted into up to 24,166,168 shares of Readcrest Capital AG upon the occurrence of certain conditions (including the creation of conditional capital and the granting of building permits for the project properties) in accordance with the detailed provisions of the bond terms and conditions. Repayment in cash is excluded.

Furthermore, the Management Board, with the approval of the Supervisory Board, today resolved to issue a convertible bond with a total nominal value of EUR 5,000,000.00 (‘CB 2025/2030’), divided into 50 partial debentures of EUR 100,000.00 each, excluding shareholders' subscription rights, against cash contributions to an anchor investor for the strategic repositioning of the company as a real estate company. 

The CB 2025/2030 has a five-year term and provides for an annual fixed interest rate of 5.00% and the right of the convertible bond creditors to convert the convertible bond from the second year of its term at an initial conversion price of EUR 1.80 in accordance with the relevant bond terms and conditions from the second year of its term into a total of up to 2,777,777 shares in the company (this corresponds to approximately 8.9% of the share capital after registration of the capital reduction and capital increase in kind of approximately EUR 28.5 million to approximately EUR 31.2 million resolved by the Annual General Meeting on 13 August 2025).

The company intends to use the proceeds from the convertible bond primarily to finance the property project development companies.

Contact
Readcrest Capital AG
Rolf Elgeti, Dr. Marcus Kiefer – Management Board
Schopenstehl 22, D-20095 Hamburg
Tel.: +49 40 679 580-22
info@readcrest.com
www.readcrest.com