Frankfurt—Global law firm Dentons has advised Noratis AG, a leading portfolio developer of residential real estate based in Eschborn near Frankfurt and listed on the open market of the Frankfurt Stock Exchange, on capital increases with a total value of around €10 million. These included a cash capital increase in which exclusively the main shareholder of Noratis AG, Merz Real Estate GmbH & Co. KG, subscribed for the new shares, as well as an ordinary cash capital increase with shareholders’ subscription rights resolved by the General Meeting. As a result, Noratis AG has successfully completed the last outstanding component of a package of restructuring measures, consisting of capital increases and the prolongation of its corporate bonds 2020/2025 and 2021/2027.

The subscription rights issue was resolved by the company’s Extraordinary General Meeting on November 27, 2024. The Management Board and Supervisory Board defined the further details for its implementation on December 6, 2024 and January 7, 2025. The public subscription rights offering was made on the basis of a securities information sheet approved by the German Federal Financial Supervisory Authority (BaFin). The capital increases were secured by a commitment and backstop agreement with the main shareholder Merz Real Estate GmbH & Co. KG. The subscription price for the public rights issue was €1.48 per new share, with a subscription ratio of 7:4. A placement price of €1.87 per new share was set for the cash capital increase.

Through the two capital increases, Noratis AG has secured gross proceeds totaling to around €10 million, with the public rights issue raising around €7.3 million as targeted. The net proceeds from the capital increases will be used to cover operating costs and capital expenditure, to maintain properties that have not yet covered their capital costs, and to repay third-party liabilities. 
On the banking side, the transaction was supported by ICF BANK AG Wertpapierhandelsbank.

A team of Dentons lawyers from Frankfurt, led by Dr. Robert Weber, advised Noratis AG as transaction counsel on both capital increases, including the preparation and execution of the general meeting. The team advises Noratis on an ongoing basis on matters of stock corporation law and capital market transactions.

Advisors to Noratis AG

Dentons (Frankfurt): Dr. Robert Weber (Partner, Lead), Julia Sieber (Counsel), Greta Gauch (Senior Associate), Dr. Milan Schäfer (Associate, all Corporate/M&A, Capital Markets);

Noratis AG (Inhouse): Oliver Tollkühn

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