Phoenix Spree D Regulatory News (PSDL)

Phoenix Spree Deutschland Limited

(the "Company" or "PSDL")

First return of capital under managed portfolio realisation strategy

First Compulsory Redemption Announcement in respect of Ordinary Shares

Phoenix Spree Deutschland Limited (LSE: PSDL) announces the first return of capital to shareholders under the Company's managed portfolio realisation strategy, approved by shareholders at the Extraordinary General Meeting held on 12 March 2025. The Company will return an aggregate amount of £17.5m to shareholders. 

The return of capital will be implemented by a pro rata Compulsory Redemption of Ordinary Shares in accordance with the terms of the Compulsory Redemption Facility adopted by the Company at the Extraordinary General Meeting held on 18 June 2025.  The Compulsory Redemption Price per Ordinary Share to be redeemed will be £2.56.

This is a Compulsory Redemption Announcement as defined and described in the Company's Articles of Association. Unless otherwise defined, capitalised terms used in this Compulsory Redemption Announcement have the meanings given to them in the circular of the Company dated 30 May 2025 relating to the Compulsory Redemption Facility.

Background

The Compulsory Redemption is the first return of capital to shareholders under the Company's managed portfolio realisation strategy, which is focused on the orderly disposal of the Company's Berlin residential assets, primarily through individual condominium sales, and the systematic return of surplus capital to shareholders as value is realised.

Capital returns are funded from net sale proceeds, after taking account of debt reduction, taxes, transaction costs, working capital requirements and the retention of prudent cash balances. The timing and size of any capital return is at the discretion of the Board and is subject to the Company continuing to satisfy statutory solvency requirements and maintaining appropriate liquidity and covenant headroom.

Aggregate amount to be returned

The Company will return an aggregate amount of £17.5m to shareholders in connection with this Compulsory Redemption Announcement.

Compulsory Redemption Price

The Compulsory Redemption Price per Ordinary Share to be redeemed will be £2.56. The Compulsory Redemption Price has been determined by the Board by reference to the Company's IFRS Net Asset Value ("IFRS NAV") per Ordinary Share.

Relevant Percentage of Ordinary Shares to be compulsorily redeemed

The Relevant Percentage of Ordinary Shares to be compulsorily redeemed (pro rata as between holders of Ordinary Shares as at the Compulsory Redemption Record Date) will be up to 7.45%.

New ISIN

A new ISIN, JE00BT7JKP71, will be enabled and available for transactions from and including the first Business Day following the Compulsory Redemption Record Date in respect of the remaining issued Ordinary Shares which have not been compulsorily redeemed. Up to and including the Compulsory Redemption Record Date, Ordinary Shares will be traded under the existing ISIN (JE00B248KJ21).

Redemption mechanics and timetable

As at the date of this Compulsory Redemption Announcement, there are 91,827,363 Ordinary Shares in issue. Up to 7.45% of the Ordinary Shares will be compulsorily redeemed on the Compulsory Redemption Date (approximately 6,835,938 Ordinary Shares in aggregate), resulting in an aggregate cash payment of £17.5m.

Fractions of Ordinary Shares will not be redeemed. The number of Ordinary Shares redeemed in respect of each individual shareholder will be rounded down to the nearest whole number of Ordinary Shares. No action is required by shareholders to participate in the Compulsory Redemption. All Ordinary Shares that are redeemed will be cancelled.

Cash entitlements to the proceeds of the Compulsory Redemption are expected to be paid on or before 14 July 2026 via the Company's registrar, MUFG Corporate Markets (Jersey) Limited. Payment to any shareholder may be delayed where completion of required identification ("KYC") checks is outstanding.

All payments will be made in sterling.

Expected timetable for Compulsory Redemption

The above dates and times are indicative only and are subject to the approval of the London Stock Exchange and completion of the relevant FCA and Euroclear/CREST processes. The Company reserves the right to amend the timetable. This announcement contains inside information for the purposes of the UK Market Abuse Regulation. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Taxation

The tax treatment of the compulsory redemption will depend on the individual circumstances of each shareholder. Shareholders are advised to consult their own professional advisers regarding the tax consequences of the redemption. The Company does not provide tax advice.

Further information

Shareholders are encouraged to read this announcement together with the Company's Annual Report and Accounts for the year ended 31 December 2025.

Forward-looking statements: This announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and strategy of the Company. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results may differ materially from those expressed or implied by these forward-looking statements. The Company undertakes no obligation to update any forward-looking statements, except as required by applicable law or regulation.

Enquiries

Shareholders with questions regarding the Compulsory Redemption, including entitlements, payment mechanics or completion of identification ("KYC") requirements, should contact the Company's registrar:

MUFG Corporate Markets (Jersey) Limited

IFC 5

St Helier

Jersey JE1 1ST

Telephone: +44 (0)371 664 0300

Email: shareholderenquiries@cm.mpms.mufg.com

Shareholders are encouraged to contact the registrar directly. The Company cannot respond to individual shareholder enquiries relating to the processing of the Compulsory Redemption.

For further information please contact:

Phoenix Spree Deutschland Limited +44 (0)20 3937 8760

Stuart Young

Deutsche Bank AG, London Branch (Corporate Broker) +44 (0) 20 7260 1263

Hugh Jonathan

Teneo (Financial PR) +44 (0)20 7353 4200

Robert Yates, Elizabeth Snow