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The bond issuers ProReal Secur 1 GmbH, ProReal Secur 2 GmbH, ProReal Secur 3 GmbH and ProReal Secur 4 GmbH, all of which are subsidiaries of One Group GmbH (the "ProReal Secur Companies"), held a total of eight creditors' meetings (one separate per bond issued) in Hamburg on 17 and 18 March 2026 to amend the terms and conditions of the bonds.
The amendments proposed for voting relate to (i) an extension of the maturity of the Bonds until 31 December 2029 with a unilateral option by the Company to extend twice from one year each to 31 December 2030 and 31 December 2031 respectively and (ii) the insertion of an option by the Company to postpone the next or all future interest payments to the maturity date of the Bonds (payment-in-kind option).
The envisaged changes to the bond terms and conditions are necessary, especially against the background of the considerable market distortions in the real estate sector that have occurred in recent years as well as the continuing challenging framework conditions, in order to ensure that SC Finance Three GmbH, as the main debtor of the ProReal Secur companies, can service its short- and medium-term liabilities. Against this background, a structured adjustment of all financing instruments is being sought, including the loan relationships with the ProReal Secur companies.
The planned extension of the maturities and the possibility of a temporary interest rate deferral open up the prospect for the companies and their principal debtor to exploit real estate projects in the course of 2026 and in the following years in what is likely to be a more stable market environment, thereby avoiding or significantly reducing economic disadvantages. In this context, it should be emphasized that a significant part of the portfolio is already at an advanced stage of development and has high (pre-)letting rates. However, the current market situation does not yet allow for a sale at economically reasonable valuations.
Further details on the eight creditors' meetings and the proposed changes to the terms of the bonds can be found at https://onegroup.de/proreal-secur/.
Seven creditors' meetings reached the quorum of at least half of the outstanding Bonds required for a quorum and approved the issuers' proposed resolution unchanged with the required qualified majority of 75% of the Bonds present.
| Bearer bond | Presence | Yes votes |
|---|---|---|
| ProReal 1 5.75 % - DE000A3E46V5 | 53.08 % | 87.61 % |
| ProReal 2 5.75% - DE000A3E5UP2 | 58.29 % | 80.29 % |
| ProReal 2 7.25 % - DE000A3E5UR8 | 94.74 % | 94.44 % |
| ProReal 3 5.75 % - DE000A30V2Z1 | 56.34 % | 89.48 % |
| ProReal 3 7.0 % - DE000A30V3J3 | 100.00 % | 93.16 % |
| ProReal 4 5.0 % - DE000A30V208 | 55.51 % | 95.49 % |
| ProReal 4 6.5% - DE000A30V3K1 | 78.72 % | 91.68 % |
| ProReal 2 6.5 % - DE000A3E5UQ0* | 47.37 % | Not quorum |
The results were reported to the Federal Gazette for publication. At present, the companies do not expect the resolutions from the quorum of the creditors' meetings to be completed until May at the earliest.
