Noerr advises TAG Immobilien AG on successful cash capital increase and bridge financing

A Noerr team led by Dr Julian Schulze De la Cruz and Dr Torsten Wehrhahn has advised MDAX-listed TAG Immobilien AG ("TAG") on a successful cash capital increase and the conclusion of a bridge financing.

As part of the capital increase against cash contributions from shareholders, TAG's share capital was increased to EUR 189,034,941.00 ("Capital Increase") by issuing 12,478,291 no-par value bearer shares, each with a notional interest in the share capital of EUR 1.00 and dividend entitlement from 1 January 2025 ("New Shares"), making partial use of the Authorized Capital 2025. This corresponds to an increase of around 7.07 per cent of the existing share capital. All New Shares were placed with institutional investors under exclusion of shareholders' subscription rights by way of an accelerated offer procedure. The placement price was EUR 14.90 per New Share, resulting in gross issue proceeds of EUR 185.9 million.

The capital increase was registered on 21 August 2025 and the New Shares are expected to be included in the company's existing listing on the regulated market of the Frankfurt Stock Exchange and its sub-segment with additional post-admission obligations (Prime Standard) on or around 25 August 2025.

The private placement was accompanied by BofA Securities and Société Générale as Joint Global Coordinators and Deutsche Bank and Van Lanschot Kempen as additional Joint Bookrunners.

Parallel to the capital increase, the outstanding convertible bonds with a term until 2031 were also increased by issuing new bonds with a total nominal value of a further EUR 98 million.

The net issue proceeds from both capital measures are to be used to partially refinance the acquisition of an extensive portfolio of rental flats in Poland from R4R Poland sp. z o.o. ("Resi4Rent portfolio") and for general corporate purposes. Assuming successful completion of the transaction, which is still subject to antitrust approval, TAG's Polish property volume would increase to approximately EUR 2 bn.

To secure the acquisition of the Resi4Rent portfolio, Noerr advised TAG on the conclusion of a bridge financing of up to EUR 600 million granted by Bank of America Europe and Société Générale.

Noerr advised TAG comprehensively on the legal aspects of the capital increase and the bridge financing. Noerr regularly advises TAG on stock corporation, capital markets and financial law issues and recently also advised TAG on the first-time implementation of a scrip dividend and in 2022 already on the acquisition of Poland's largest residential property developer ROBYG, the bridge financing concluded for this purpose in the original amount of EUR 750 million and a rights issue with a volume of EUR 202 million.

Advisors to TAG Immobilien AG: Noerr Partnerschaftsgesellschaft mbB

Lead: Dr Julian Schulze De la Cruz (Partner, Capital Markets), Dr Torsten Wehrhahn (Partner, Banking and Finance, both Frankfurt)

Capital Markets

Dr Holger Alfes (Partner), Dr Philip Schmoll (Associated Partner), Thomas Thies (Senior Associate), Sarah Müller (Associate, all Frankfurt)

Banking and Finance

Pinar Turkac-Christmann (Associated Partner), Paulina von Hülsen (Associate, both Frankfurt)

Inhouse TAG Immobilien AG: Dr Uwe Foertsch (General Counsel)