DGAP-Adhoc: Gateway Real Estate AG: Placement of all shares from capital increase and re-placement

NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

Disclosure of an inside information according to Article 17 MAR

Gateway Real Estate AG: Placement of all shares from capital increase and re-placement

Frankfurt, April 10, 2019 - Gateway Real Estate AG (the "Company") today placed 16,895,939 new shares from the capital increase announced on March 20, 2019 at a placement price of EUR 4.00 per share ("Placement Price") with institutional investors in an international private placement ("Private Placement").

In the course of the Private Placement, 28 million shares of the Company held by its main shareholder, SN Beteiligungen Holding AG, were also placed with institutional investors at the Placement Price.

The total issue volume of the Private Placement was approximately EUR 180.0 million. Assuming full exercise of the Greenshoe option, the free float will amount to approximately 25 percent.

The Company will receive gross proceeds in the amount of EUR 67.6 million from the Private Placement.

Contact
Tobias Meibom
Gateway Real Estate AG
The Squaire No. 13, Am Flughafen
60549 Frankfurt am Main
Germany
info@gateway-re.de
http://www.gateway-re.de

Important notice
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (the "United States"). This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration requirements under the Securities Act. No public offering of securities is being made in the United States.

Apart from the subscription offer of the 82,610 New Shares, which are not subject to the Private Placement, neither the Company nor any of its shareholders intend to conduct a public offering of shares in the Company. The sole intention is to place shares with qualified investors and fewer than 150 non-qualified investors per EEA member state in the Federal Republic of Germany and certain other jurisdictions and subsequently to have these shares admitted to trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the regulated market with further post-admission obligations on the Frankfurt Stock Exchange (Prime Standard). The admission shall be conducted exclusively by and on the basis of a securities prospectus that was published after its approval by the Federal Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and that is available free of charge from the Company, THE SQUAIRE - Zugang N 13, Am Flughafen, 60549 Frankfurt am Main, Germany, and on the website of the Company (www.gateway-re.de).