Hines European Real Estate Partners III and Grupo Lar announce a Voluntary Cash Tender Offer for 100% of Lar España share capital

• Voluntary tender offer at €8.10 per share and paid in cash.
• Offer price represents an implied premium of 16% over the last closing sharr price, a 17% premium over the last one-month VWAP and a 25% premium over last 6-month VWAP.
• The offer will allow Lar España shareholders to benefit from an opportunity to crystallize and monetize value at an attractive valuation.

On July 12 2024 - the consortium formed by the Real Estate fund Hines European Real Estate Partners III ("HEREP III") and Grupo Lar (Lar España's asset manager) has announced a Voluntary Cash Tender Offer for 100% of Lar España through a Spanish SPV that has been incorporated to launch the Offer: Helios RE, S.A. Helios is owned by the following entities:

• 62.5% of its share capital is indirectly owned by the closed-ended real estate fund HEREP III. HEREP III is owned by a series of limited partners, typically institutional investors and well renowned family offices.
• The remaining 37.5% of the share capital of the Company is directly owned by Grupo Lar Retail Investments, S.L. (Grupo Lar Retail). Grupo Lar Retail is an investment vehicle controlled by Grupo Lar Inversiones Inmobiliarias, S.A. (Grupo Lar), a Spanish corporation with a significant international presence that specializes in the development, investment and management of real estate assets.

The consideration offered to Lar España's shareholders consists of €8.10 per share, paid in cash, which implies valuing Lar España's share capital at approximately €678 million. The Offer price implies a premium of 16% over the closing share price on the day before the Announcement, 17% premium over last 1-month VWAP and 25% premium over last 6-month VWAP adjusted by dividend.

The Offer is addressed to effectively 89.85% of the ordinary shares of Lar España, excluding the shares owned by Grupo Lar and Mr Miguel Pereda Espeso (shareholder and Executive Chairman of Grupo Lar), which will contribute their shares to the Offeror after settlement.

The Offer is conditional on reaching a minimum level of acceptance that allows the Offeror to gain control, assets perimeter remaining unchanged and no material changes in the net debt/cash position taking the latest publicly available quarterly report as of Q1- 2024.

The Consortium will fund the Offer with a combination of equity and external debt financing fully underwritten by reputable banks. The intention of the parties is to further optimize the capital structure of Lar España and to increase leverage to c.60% LTV.

The opportunity for HEREP III and Grupo Lar to partner on the acquisition of a highquality asset in Spain, benefiting from both HEREP III's financial capacity and longstanding track record in Real Estate investment and asset management, specifically in the Spanish real estate market where it has been present and operating since 1996, coupled with Grupo Lar's more than 50 years of experience in the sector and deep knowledge of the asset.

The Consortium is convinced that Lar España stock is now perceived as less appealing to public equity investors as compared to when Lar España completed its IPO in 2014 and the following years for various reasons:

• Small/mid-cap nature within the broader real estate listed context, despite being the largest retail park and shopping centre operator in Spain.
• Limited liquidity of the stock, with accumulated volume traded over the last year equivalent to only 24% of the TSO.

We believe the transaction would allow Lar España shareholders to benefit from a significant premium that would not be available under normal conditions in the market. Offer premium is in line with the relevant takeover bid precedents observed in the real estate industry in Europe in the last twelve months, which stand at average premium of + 18% to spot share price.

• +16% premium over the closing share price on the day before the Announcement.
• +17% over the volume-weighted average price (VWAP) of Lar España's shares for the month previous to the date of this letter [1]
• +16% over the volume-weighted average price (VWAP) of Lar España's shares for the three months previous to the date of this letter, adjusted for €0.79 dividend [2]
• +25% over the volume-weighted average price (VWAP) of Lar España's shares for the six months previous to the date of this letter, adjusted for €0.79 dividend [3]
• Offer price discount to NAV is 20%; which is +10 percentage points inside where Lar Espana is trading today (day before this announcement was trading at c.31% discount to NAV), +10 percentage points above the average discount at whichmLar España has traded over the last twelve months (which was 40%)
• Offer values 100% of Lar Espana at €1,142 million Aggregate Value
• Offer is conditional on a minimum level of acceptance that will give the Offeror control, current perimeter of assets to remain in place (no acquisitions or disposals) and no material changes in the net debt/cash position
• Intention of the offeror is to further optimize leverage of Lar Espana up to c.60% LT
  

Morgan Stanley and AZ Capital are acting as financial advisors and Freshfields

Bruckhaus Deringer and Garrigues as legal advisors to the Consortium.

[1] Source: Bloomberg as of 11/07/2024. Based on Bloomberg share price adjusted for corporate actions and dividends (ordinary and extraordinary) of €6.93

[2] Source: Bloomberg as of 11/07/2024. Based on Bloomberg share price adjusted for corporate actions and dividends (ordinary and extraordinary) of €6.95

[3] Source: Bloomberg as of 11/07/2024. Based on Bloomberg share price adjusted for corporate actions and dividends (ordinary and extraordinary) of €6.48

About the Consortium:

Hines European Real Estate Partners Fund III (HEREP III)

HEREP III is a euro-denominated, Luxembourg-based close-ended investment fund. Managed by Hines, its objective is to acquire a diversified portfolio of prime commercial and residential real estate investments throughout the major European markets on behalf of institutional investors. The Fund has broad flexibility across real estate sectors, and the portfolio is largely focused in thematic investment themes in segments where Hines see strong fundamentals and potential to create value through active initiatives using Hines' vertically integrated platform and market-leading ESG expertise. Originally named HEVF 3, the fund was re-named to Hines European Real Estate Partners III (HEREP III) in late 2023. HEREP III follows its predecessors HEVF 1 (2018) and HEVF 2 (2020) in continuing the flagship HEREP Series for Hines in Europe. To learn more about Hines,

visit www.hines.com and follow @Hines on social media.

Grupo Lar

Grupo Lar is a private company founded in 1969 by the Pereda Family and specialized in the investment, development and management of real estate assets, with a focus on Europe and LatAm. Grupo Lar has $3.5bn of assets under management across 5 countries (Spain, Poland, Brazil, Mexico and Peru), 250 FTEs, manages 11.6k residential units under development for sale, 500k sqm of shopping centres in operation, 5,000 rental housing units under development and 100k sqm of logistics facilities in operation.

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