PATRIZIA SE (ISIN: DE000PAT1AG3, reference: 0FJC), the Augsburg-based real asset investment manager listed on the Frankfurt Stock Exchange's Prime Standard, announced on 12 November 2026 that it has entered into an Investment and Downlisting Agreement with First Capital Partner GmbH, its majority shareholder. The agreement accompanies a planned voluntary public partial offer to acquire additional PATRIZIA shares at EUR 8.20 per share in cash, targeting an aggregate holding of up to 73% of the company's share capital. Alongside the offer, PATRIZIA SE intends to transfer its shares from the regulated Prime Standard market to the Scale segment of the Frankfurt Stock Exchange's open market, a significant structural change that investors will need to monitor closely.

Key Points

  • PATRIZIA SE (0FJC), ISIN: DE000PAT1AG3, headquartered in Augsburg, Germany
  • First Capital Partner GmbH, currently holding approximately 58.89% of share capital, has agreed to launch a voluntary partial offer at EUR 8.20 cash per share
  • The bidder targets an aggregate shareholding of up to 73% of PATRIZIA's share capital; 4,700,000 treasury shares are to be cancelled following offer completion
  • Investors should watch for publication of the BaFin-approved Offer Document and the board's joint reasoned statement, which will follow once the document is published

First Capital Partner GmbH Plans Partial Offer at EUR 8.20 Per PATRIZIA Share

Under the terms of the Investment and Downlisting Agreement, First Capital Partner GmbH — which already holds approximately 58.89% of PATRIZIA SE's share capital — has undertaken to make a voluntary public acquisition offer in the form of a partial offer to remaining shareholders. The cash consideration is set at EUR 8.20 per registered no-par value PATRIZIA share. The bidder intends to increase its aggregate holding to up to 73% of the company's share capital prior to the cancellation of treasury shares. Notably, the offer will not be subject to a minimum acceptance threshold, though customary closing conditions will apply.

PATRIZIA SE Seeks Transfer from Prime Standard to Frankfurt's Scale Segment by January 2027

A central element of the agreement is the planned downlisting of PATRIZIA shares from the regulated Prime Standard market of the Frankfurt Stock Exchange to the Scale segment of the exchange's open market, known as the Freiverkehr. The company's Board of Directors and Executive Directors have approved this move, stating they expect the transfer to the Scale segment to take place no later than January 2027. The application for revocation of Prime Standard admission is to be made no later than during the acceptance period of the offer, representing a material change to the company's regulatory and reporting obligations.

Cancellation of 4.7 Million Treasury Shares and Three-Year Domination Agreement Restriction

PATRIZIA SE currently holds 5,767,992 shares as treasury stock. Per the agreement, the company will not tender 4,700,000 of these shares — representing approximately 5.09% of its share capital — under the offer. Instead, these shares will be cancelled following completion of the offer, subject to corporate law duties of care. Additionally, First Capital Partner GmbH has committed under the Investment Agreement not to enter into a domination and/or profit and loss transfer agreement with PATRIZIA for a period of three years following completion of the offer, providing a defined period of structural protection for minority shareholders.

BaFin Approval Required Before Offer Document Publication and Board Statement

The formal offer process remains subject to approval of the Offer Document by the German Federal Financial Supervisory Authority, BaFin, before it can be published and the acceptance period commenced. Following publication, the Board of Directors and Executive Directors of PATRIZIA SE are required, in accordance with applicable statutory requirements, to publish a joint reasoned statement on the offer. Investors will likely regard that statement as a critical milestone for assessing the board's view of the EUR 8.20 per share consideration relative to the company's underlying asset management business and financial position.