NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY .STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND, SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATIONS UNDER THE SECURITIES ACT).
THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
(i) that you and any customers that you represent are not US Persons, (ii) that the electronic mail (or e-mail) address to which it has been delivered is not located in the United States of America, its territories and possessions, any State of the United States or the District of Columbia (where "possessions" include Puerto Rico, the US Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) and (iii) that you consent to delivery by electronic transmission.
You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the Prospectus may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Prospectus to any other person.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. Also, there are restrictions on the distribution of the attached Prospectus and/or the offer or sale of Offered Shares in the member states of the European Economic Area. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction. The Prospectus may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply.
The Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Transaction Manager or any director, officer, employee or agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Company, if lawful.
Peach Property Group AG
(a stock corporation organized under Swiss law)
Offering of up to 10,000,000 new registered shares at an offer price of CHF 5.00 per sharePeach Property Group AG (the "Company", and together with its subsidiaries, the "Group", "we", "us", "our" or "Peach Property") is offering up to 10,000,000 registered shares with a nominal value of CHF 1.00 each (the "Offered Shares"). The Offered Shares will be newly issued in an ordinary capital increase against cash contributions approved at the annual general meeting on 23 May 2025 (the "AGM"). The Offered Shares, together with all existing registered shares of the Company (the "Existing Shares"), are referred to herein as the "Shares", and each a "Share".
The offering consists of the "Rights Offering" in which the existing shareholders of the Company will receive rights, subject to certain limitations based on applicable laws and regulations, to subscribe for the Offered Shares on a pro rata basis (the "Rights") at an offer price of CHF 5.00 per Offered Share (the "Offer Price").
Subject to applicable laws and the terms and conditions of this prospectus, together with any supplements hereto (the "Prospectus"), holders of Existing Shares after the close of trading on SIX Swiss Exchange on 2 July 2025 (the "Cut-off Date") will be allotted one (1) Right per each Existing Share held. Subject to the terms and conditions set out in this Prospectus, eligible holders of Rights will be entitled to subscribe for the Offered Shares in the ratio of 7 Offered Shares for every 32 Rights held (the "Subscription Ratio"). Each exercise of Rights and purchase of Offered Shares will be effective at the Offer Price. The delivery of Offered Shares is conditional upon the Offering becoming unconditional.
Subject to the satisfaction of certain conditions as set forth in the subscription and execution agreement entered into by the Company and Zürcher Kantonalbank (the "Transaction Manager") on 30 June 2025 (the "Subscription and Execution Agreement"), the Transaction Manager will subscribe in its own name and for the account of subscribers or purchasers of Offered Shares by paying the nominal value of CHF 1.00 per Offered Shares for all Offered Shares which have been sold in the Offering. The Transaction Manager will deliver such Offered Shares on behalf of the Company to the respective investors, subject to compliance with applicable securities laws.
The Rights will be listed and traded on SIX Swiss Exchange. The Rights are transferrable, but neither the Company nor the Transaction Manager will facilitate any trading in the Rights. To be validly and timely exercised, Rights must be exercised between 3 July 2025 and 11 July 2025, 12:00 noon (CEST) (the "Rights Exercise Period"). Rights may only be exercised in integral multiples of the Subscription Ratio. Rights which have not been validly exercised during the Rights Exercise Period (including where the holder of such Rights is not permitted to exercise such Rights in accordance with the terms of this Prospectus) will expire and become null and void without compensation. The exercise of Rights is irrevocable and may not be cancelled, modified, rescinded or withdrawn. Holders of Existing Shares in certain jurisdictions, including the United States, the European Economic Area (the "EEA"), the United Kingdom, as well as nominees, depositaries or dealers holding Existing Shares for the account or benefit of beneficial owners resident in such jurisdictions, should note that they may not be entitled to exercise their Rights under the terms and conditions of the Rights Offering as described in this Prospectus. See "Certain Selling Restrictions".
The Company expects that delivery of the Offered Shares sold in the Offering against payment of the Offer Price will be made in book-entry form through the facilities of SIS on or around 16 July 2025. Holders of Rights exercising their Rights must pay the aggregate Offer Price according to the instructions of their depositary bank, custodian or other financial intermediary (Depotbank).
For further details and conditions, see "THE OFFERING".
The Existing Shares are listed in accordance with the Real Estate Standard of SIX Swiss Exchange Standard of SIX Swiss Exchange under the symbol "PEAN". Application has been made, and approval has been given by, SIX Exchange Regulation Ltd ("SIX Exchange Regulation"), subject to certain conditions, for the Offered Shares to be admitted to trading and listed in accordance with the Real Estate Standard on SIX Swiss Exchange. It is expected that the Offered Shares will be listed and that trading in the Offered Shares on SIX Swiss Exchange will commence on or about 16 July 2025 (the "First Day of Trading").
The Existing Shares are, and the Offered Shares will be issued, in the form of uncertificated securities (einfache Wertrechte), within the meaning of article 973c CO and are held, and will be held (as applicable), as intermediated securities (Bucheffekten), within the meaning of the Swiss Federal Act on Intermediated Securities of October 3, 2008 ("FISA", Bucheffektengesetz). Delivery of the Offered Shares will be made in book-entry form through the facilities of SIX SIS AG ("SIS") on or around 16 July 2025 (the "Closing Date").
Neither the Rights nor the Offered Shares have been or will be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States. Accordingly, neither the Offered Shares nor the Rights may be offered or sold in the United States except pursuant to an exemption from, or in transactions not subject to, the registration requirement of the Securities Act. The Rights and the Offered Shares are being offered and sold only outside the United States pursuant to Regulation S. For a description of restrictions regarding the exercise of Rights and the resale and transfer of the Offered Shares, see "Certain Selling Restrictions" and "SELLING AND TRANSFER RESTRICTIONS". Investing in the Offered Shares (including the exercise of the Rights) involves a high degree of risk. Potential investors may suffer a complete or partial loss of their investment. For a discussion of certain factors that should be considered in deciding whether to exercise Rights or to subscribe for or invest in the Offered Shares, see "Risk Factors".This Prospectus dated 30 June 2025 has been approved by SIX Exchange Regulation AG in its capacity as review body pursuant to article 52 of the Swiss Financial Services Act dated June 15, 2018 (the "FinSA") (in such capacity, the "Swiss Review Body") on 30 June 2025.
The date of this Prospectus is 30 June 2025
IMPORTANT INFORMATION ABOUT THE OFFERINGPeach Property Group AG (Neptunstrasse 96, 8032 Zurich, Switzerland) assumes responsibility for the completeness and accuracy of this Prospectus and any supplement hereto. The Company confirms that, to the best of its knowledge, the information contained in this Prospectus is correct and that no material facts or circumstances have been omitted.
This Prospectus has been prepared in accordance with the FinSA and its implementing ordinance for the purpose of offering the Offered Shares and Rights and listing the Offered Shares and Rights on SIX Swiss Exchange.
The information contained in this Prospectus is accurate only as of the date of this Prospectus and any delivery of this Prospectus or any sale of Offered Shares at any time subsequent to the date hereof does not imply that the information in this Prospectus is correct as of such subsequent time and, under any circumstances, that there has been no change in the affairs of the Company since the date hereof. Any significant new factor or material inaccuracy related to the information included in this Prospectus which is capable of affecting the assessment of the Offered Shares and which arises or is noted since the date of this Prospectus will be announced through electronic media or a supplement (if required). Any notices containing or announcing amendments or changes to the terms of the Offering or to this Prospectus will be announced through electronic media or a supplement (if required). Notices regarding the Company and the Shares required under the listing rules published by SIX Exchange Regulation (the "Listing Rules") will be published in electronic form on the website of SIX Swiss Exchange (currently: https://www.ser-ag.com/en/resources/notifications-market-participants/official-notices.html#/).
The information contained in this Prospectus has been provided by the Company and by the other sources identified in this Prospectus. No representation or warranty, express or implied, is made by the Transaction Manager named in this Prospectus or any of its affiliates or advisors as to the accuracy, completeness or verification of this information, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future, by the Transaction Manager or by its affiliates or advisors. The Transaction Manager assumes no responsibility for its accuracy, completeness or verification of all information and accordingly disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this Prospectus or any such statement.
In making an investment decision, prospective investors must rely on their own investigation of the Company and the terms of the Offering, including the merits and risks involved. Any decision to exercise Rights or to buy the Offered Shares should be based solely on this Prospectus and any supplement hereto, taking into account that any summary or description set forth in this Prospectus of legal provisions, accounting principles or comparison of such principles, corporate structuring or contractual relationships is for information purposes only and should not be considered to be legal, accounting or tax advice or be otherwise relied on. This Prospectus does not contain all the information that would be included in a prospectus for the offering of the Offered Shares or the Rights if such offering were registered under the Securities Act or conducted pursuant to the Prospectus Regulation or the UK Prospectus Regulation.
Each recipient of Rights and each prospective purchaser of Offered Shares (each, an "Offeree"), by accepting delivery of this Prospectus, will be deemed to have acknowledged, represented to and agreed with the Company and the Transaction Manager that:
it has not relied on the Transaction Manager or any person affiliated with the Transaction Manager in connection with any investigation of the accuracy of any information contained in this Prospectus or its investment decision;
it has relied only on the information contained in this Prospectus;
no person has been authorized to give any information or to make any representation concerning the Company, the Rights or the Offered Shares (other than as contained in this Prospectus) and, if given or made, any such other information or representation should not be relied upon as having been authorized by the Company or Transaction Manager;
this Prospectus is personal to such Offeree and does not constitute an offer to any other person, or to the public generally, to purchase or otherwise acquire the Offered Shares outside of Switzerland. Distribution of this Prospectus or disclosure of any of its contents to any person other than such Offeree and those persons, if any, retained to advise such Offeree with respect thereto is unauthorized, and any disclosure of any of its contents, without the prior written consent of the Transaction Manager is prohibited;
the Offeree agrees not to make any photocopies or electronic copies of this Prospectus or any documents referred to herein (other than for its own use); and
the Offeree agrees not to forward or deliver this Prospectus (in any form) to any other person or reproduce this Prospectus in any manner whatsoever.
This Prospectus does not constitute (i) an offer to sell or a solicitation of an offer to buy any securities other than the securities to which it relates, or (ii) an offer to sell, or the solicitation of an offer to buy, such securities by any person in any circumstances in which such offer or solicitation is unlawful.
Except in connection with offers and sales of the Offered Shares in Switzerland, no action has been or will be taken in any jurisdiction by the Company or the Transaction Manager that would permit a public offering of the Rights or the Offered Shares or possession or distribution of this Prospectus or any other publicity materials relating to the Offering in any country or jurisdiction where action for such purpose is required. Persons in possession of this Prospectus are required to inform themselves of, and to comply with, any applicable laws that restrict the distribution of this Prospectus, the exercise of the Rights and the offer and sale of the Offered Shares. None of the Company, the Transaction Manager or any of their respective affiliates accept any legal responsibility for any violation of such restrictions. For a summary of certain restrictions on offers and sales, resales and transfers of the Offered Shares, see "Selling and Transfer Restrictions".
Subject to certain exceptions, this Prospectus may not be sent to any jurisdiction in which it would not be permissible to deliver or make an offer of the Offered Shares or in which the relevant legal requirements have not been complied with (each, an "Ineligible Jurisdiction"), and the Rights and the Offered Shares may not be offered or sold in any such Ineligible Jurisdiction.
None of the Company, the Transaction Manager or any of their respective affiliates is making any representation to any prospective investor or purchaser of Offered Shares regarding the legality of exercising the Rights or an investment in the Offered Shares by such prospective investor or purchaser under the laws applicable to such prospective investor or purchaser. Each investor should consult with its own advisors as to the legal, tax, business, financial and related aspects of exercising the Rights or any purchase of the Offered Shares.
Available InformationPDF-copies of this Prospectus and of any supplement to the Prospectus will be available free of charge in Switzerland, for 12 months following the First Day of Trading, at Peach Property Group AG, Neptunstrasse 96, 8032 Zurich, Switzerland, or e-mail corporatefinance@peachproperty.com.
CERTAIN SELLING RESTRICTIONSThe distribution of this Prospectus and the Offering are restricted by law in certain jurisdictions. Therefore, persons into whose possession the Prospectus comes and persons who would like to purchase the Offered Shares pursuant to the Offering should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.
The exercise of the Rights by or the offer of Offered Shares to persons resident in jurisdictions other than Switzerland may be affected by the laws of such other jurisdictions. No action has been or will be taken in any jurisdiction other than Switzerland that would permit a public offering of the Rights or Offered Shares or the possession, circulation or distribution of the Prospectus or any other material relating to the Company, the Rights or the Offered Shares in any jurisdiction where action for that purpose is required. Accordingly, the Rights and the Offered Shares may not be sold, directly or indirectly, and neither this Prospectus nor any other offering material or advertisement in connection with the Rights and the Offered Shares may be distributed or published, in any form or in any country or jurisdiction except under circumstances that will result in compliance with any applicable laws, rules and regulations of any such country or jurisdiction. Persons resident in countries other than Switzerland should consult their professional advisors as to whether they require any governmental or other consent or need to observe any formalities to enable them to exercise Rights or purchase Offered Shares in the Offering. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. None of the Company and the Transaction Manager or any of their respective representatives, affiliates or advisors accept any legal responsibility for any violation of applicable securities laws.
The Company has represented and agreed that it has not made and will not make any application for listing the Offered Shares on any stock exchange outside Switzerland.
Notice to Investors in the United StatesNeither the Rights nor the Offered Shares have been or will be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States. Accordingly, the Rights and the Offered Shares may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirement of the Securities Act. The Rights and the Offered Shares are being offered and sold only outside the United States pursuant to Regulation S.
The Rights and the Offered Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Rights or the Offered Shares or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.
In addition, until 40 days after the commencement of the Offering, an offer or sale of the Offered Shares in the United States by a dealer (whether or not such dealer is participating in the Offering) may violate the registration requirements of the Securities Act.
Notice to Investors in the European Economic AreaNo offer of, invitation to purchase or solicitation of any offer to purchase any Rights or Offered Shares may be made in any state of the European Economic Area (each a "Member State"), except:
to any person or legal entity which is a qualified investor" as defined in article 2(e) of the Prospectus Regulation; or
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided, in each case, that no such offer of, invitation to purchase or solicitation of any offer to purchase, Rights or Offered Shares shall result in a requirement for the publication by the Company or the Transaction Manager of a prospectus pursuant to article 3 of the Prospectus Regulation or of a prospectus supplement pursuant to article 23 of the Prospectus Regulation and each person who initially acquires Rights or Offered Shares or to whom any offer, invitation to purchase or solicitation of any offer to purchase, is made will be deemed to have represented, warranted and agreed to and with the Company and the Transaction Manager that it is a "qualified investor" as defined in article 2(e) of the Prospectus Regulation.
For the purposes of this provision, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended or superseded.