ER Capital N.V. (“ER Capital” or the “Company”) announces the admission of 15,452,908 existing ordinary shares (the “Admission Shares”) to trading on Euronext Amsterdam. Subject to the final admission decision of Euronext Amsterdam, trading in the Admission Shares is expected to commence on [4 November] 2026 at 09:00 hours Amsterdam time.
No new shares are being issued and no public offering of shares is being made in connection with the admission. Accordingly, ER Capital will not receive any proceeds from the admission. The admission does not in itself result in an increase of the issued share capital of ER Capital or in dilution of existing shareholders.
Following the admission of the Admission Shares, a total of 17,503,062 ordinary shares in ER Capital, including the 2,050,154 ordinary shares already admitted to trading, will be admitted to trading on Euronext Amsterdam. The Admission Shares carry the same rights as the ordinary shares already admitted to trading and will be traded under ticker symbol ERC and ISIN NL0010389508.
The prospectus in relation to the admission of the Admission Shares has been drawn up as an EU follow-on prospectus. The Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”) approved ER Capital’s prospectus on [2 November] 2026. The AFM has reviewed the prospectus on the basis of the standards of completeness, consistency and comprehensibility required for approval as set out in the Prospectus Regulation (Regulation (EU) 2017/1129). This approval does not mean that the AFM has reviewed the information in the prospectus on compliance with any other laws or regulations or on the accuracy of the information.
Background to the admission
The Admission Shares were allotted in connection with the statutory triangular division (juridische driehoekssplitsing) that became effective on 30 June 2025. In that transaction, all assets and liabilities of the former privately held ER Capital N.V. were transferred under universal title to three wholly owned subsidiaries of Titan N.V. (now ER Capital N.V.), and shares in Titan N.V. were allotted to the former shareholders of that privately held company.
The ordinary shares, including the Admission Shares following their admission, are the only class of shares in the capital of ER Capital admitted to trading on Euronext Amsterdam. In addition, ER Capital has issued 4,051,868 preferred shares and 100 M-shares, which are not admitted to trading and are not included in the proposed admission.
Availability of the prospectus
The prospectus is available as of today, free of charge, in electronic form on ER Capital’s website at:
ER Capital - final prospectus - 30 October 2026 -- final.pdf
A paper copy of the Prospectus may be obtained free of charge upon request from ER Capital N.V., Westplein 9 A, 3016 BM Rotterdam, the Netherlands, or by email at info@ercapital.nl.
The Prospectus has been prepared in English.
Investors are advised to read the Prospectus in its entirety, including in particular the risk factors set out therein, before making any investment decision.
Voluntary decertification and delivery of ordinary shares
Stichting Administratiekantoor ER Capital (“STAK ER Capital”) and ER Capital intend to offer holders of depositary receipts for ordinary shares the opportunity to exchange their depositary receipts for the underlying ordinary shares on a voluntary basis. The board of STAK ER Capital is expected to adopt the required unanimous resolution on 3 November 2026, and ER Capital is expected to grant the approval required under the articles of association of STAK ER Capital on 4 November 2026. These decisions have not yet been taken at the date of this press release. Decertification will only be implemented following admission of the underlying ordinary shares to trading on Euronext Amsterdam.
Admission does not itself result in decertification or the crediting of shares to individual securities accounts. Following the required resolution and approval, STAK ER Capital will inform depositary receipt holders separately of the procedure and conditions. ER Capital will also separately inform directly registered holders of ordinary shares of the procedure for having their shares credited to their own securities accounts. Holders who do not participate will retain their existing depositary receipts or directly registered shares, as applicable.
About ER Capital
ER Capital is a Dutch holding company based in Rotterdam whose ordinary shares are listed on Euronext Amsterdam. Through its subsidiaries and affiliated group entities, ER Capital is active in the development, redevelopment, leasing and management of real estate in the Netherlands, as well as in corporate finance, financing and fund management activities. ER Capital holds a 49% interest in ER Capital Vastgoed Fondsmanagement B.V., the alternative
investment fund manager of the ER Capital Paraplufonds, which offers private and institutional investors access to structured real estate investments.