The Whistleblower vs.

The Lawyer
Viceroy obtained copy of the infamous Adler whistleblower report. We will release this in
concert with a cease-and-desist letter we have received from Caner’s lawyer for context .

PLEASE READ IMPORTANT DISCLAIMER – PAGE 2

October 12, 2021 – Viceroy have obtained the 12-page whistleblower report mentioned a recent Bloomberg
article1. According to Bloomberg the letter originated from a former Caner Associate. Viceroy received the report
anonymously just prior to our original publication on Adler Group but Bloomberg make it clear that management
and major stakeholders were aware of this information as early as March. It is attached below.

Additionally, Viceroy received a cease-and-desist letter from Dr Ben Irle representing Cevdet Caner on October
11, 2021. Shareholders will continue to hold their breath as this letter does not even attempt to disprove our
collected evidence of undisclosed related party transactions. The letter instead relies on unsupported claims of
impartiality and complete ignorance of our extensive referencing of sources.

We think it is prudent that these two documents be published together. The whistleblower report speaks to
substantially more related-party connections between Adler and Caner – absurdly denied in the cease-and-
desist letter – and highlights numerous other suspicious transactions which we are now looking at in closer
detail.

Among the assertions made by Dr Irle in defense of his client, he states:

▪ That Caner’s relatives’ dealings with Adler did not represent a direct or indirect benefit to Caner and were
undertaken independently. This is the most preposterous and laughable response to any report we have
ever written.
- Dr Irle implies that Caner has zero financial interest in Adler stock – his wife, Gerda, holds their stock.
This suggests that Caner provides strategic advice to Adler for free, has zero skin in the game, and it is
a mere coincidence that his family and connections are counterparties to substantially all of Adler’s
transactions.
▪ That Caner does not exercise any directing influence on Adler Group despite bragging about his client’s role
in “the establishment and development” of Adler Group little over a month ago 2. Shareholders must also
question under whose influence Dr Irle, Caner’s personal lawyer, was appointed to the ADO Properties
Board3.
▪ That Caner’s control of Adler was not an open secret despite widespread reporting over the last half decade
that this is the case. These reports are referenced in our original report.
▪ That the findings of the Austrian Takeover Commissions report are invalid, despite the ECJ objecting to the
ECJ’s structure, and not its findings4.
▪ Dr Irle affirms that “persons who are connected or related” to Caner do not benefit from “the business of
Adler Group SE or Adler Real Estate AG”. This is preposterous: Caner’s wife is an Adler shareholder, and
together with his brother-in-law has been counterparty to numerous transactions or attempted
transactions5.

To be clear, Viceroy will not be complying with this cease-and-desist letter. Shareholders and bondholders
deserve a real explanation of Caner’s current and past involvement within Adler Group.

Until such an explanation has been provided, we refuse to assign a target price to Adler’s shares and believe
they are un-investable.

1 https://www.bloomberg.com/news/features/2021-10-08/cevdet-caner-tycoon-linked-to-german-landlord-adler-s-9-billion-debt-
mountain
2
https://uk.finance.yahoo.com/news/cevdet-caner-achieves-groundbreaking-success-105332930.html
3 https://www.investegate.co.uk/ado-properties-s.a./eqs/changes-in-the-board-of-directors-composition-and-change-in-the-position-of-

the-ceo/20191210203348ELAPC/
4
https://www.diepresse.com/6031641/eugh-bestatigt-verfahren-laut-ubernahmegesetz-ist-nicht-mit-eu-recht-vereinbar
5 https://www.bloombergquint.com/business/mega-landlord-deal-in-germany-faces-mounting-investor-resistance

Viceroy Research Group 1 viceroyresearch.org

Attention: Whistleblowers

Viceroy encourage any parties with information pertaining to misconduct within Adler Group, its affiliates, or any other entity
to file a report with the appropriate regulatory body.

We also understand first-hand the retaliation whistleblowers sometimes face for championing these issues. Where possible,
Viceroy is happy act as intermediaries in providing information to regulators and reporting information in the public interest
in order to protect the identities of whistleblowers.

You can contact the Viceroy team via email on [email protected].

About Viceroy

Viceroy Research are an investigative financial research group. As global markets become increasingly opaque and complex
– and traditional gatekeepers and safeguards often compromised – investors and shareholders are at greater risk than ever
of being misled or uninformed by public companies and their promoters and sponsors. Our mission is to sift fact from fiction
and encourage greater management accountability through transparency in reporting and disclosure by public companies
and overall improve the quality of global capital markets.

Important Disclaimer – Please read before continuing

This report has been prepared for educational purposes only and expresses our opinions. This report and any statements
made in connection with it are the authors’ opinions, which have been based upon publicly available facts, field research,
information, and analysis through our due diligence process, and are not statements of fact. All expressions of opinion are
subject to change without notice, and we do not undertake to update or supplement any reports or any of the information,
analysis and opinion contained in them. We believe that the publication of our opinions about public companies that we
research is in the public interest. We are entitled to our opinions and to the right to express such opinions in a public forum.
You can access any information or evidence cited in this report or that we relied on to write this report from information in
the public domain.

To the best of our ability and belief, all information contained herein is accurate and reliable, and has been obtained from
public sources we believe to be accurate and reliable, and who are not insiders or connected persons of the stock covered
herein or who may otherwise owe any fiduciary duty or duty of confidentiality to the issuer. We have a good-faith belief in
everything we write; however, all such information is presented "as is," without warranty of any kind – whether express or
implied.

In no event will we be liable for any direct or indirect trading losses caused by any information available on this report. Think
critically about our opinions and do your own research and analysis before making any investment decisions. We are not
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do your own research and due diligence before making any investment decision with respect to securities discussed herein,
and by doing so, you represent to us that you have sufficient investment sophistication to critically assess the information,
analysis and opinions in this report. You should seek the advice of a security professional regarding your stock transactions.

This document or any information herein should not be interpreted as an offer, a solicitation of an offer, invitation, marketing
of services or products, advertisement, inducement, or representation of any kind, nor as investment advice or a
recommendation to buy or sell any investment products or to make any type of investment, or as an opinion on the merits
or otherwise of any particular investment or investment strategy.

Any examples or interpretations of investments and investment strategies or trade ideas are intended for illustrative and
educational purposes only and are not indicative of the historical or future performance or the chances of success of any
particular investment and/or strategy. As of the publication date of this report, you should assume that the authors have a
direct or indirect interest/position in all stocks (and/or options, swaps, and other derivative securities related to the stock)
and bonds covered herein, and therefore stand to realize monetary gains in the event that the price of either declines.

The authors may continue transacting directly and/or indirectly in the securities of issuers covered on this report for an
indefinite period and may be long, short, or neutral at any time hereafter regardless of their initial recommendation.

Viceroy Research Group 2 viceroyresearch.org

 MEMORANDUM RE: FRAUDULENT ACTIVITY
BETWEEN ADLER GROUP SA, ADLER REAL ESTATE AG, CONSUS REAL ESTATE AG,
AGGREGATE HOLDINGS SA
&
CEVDET CANER

EXECUTIVE SUMMARY

Adler Group SA (“Adler”) is a publicly listed company on the London and Frankfurt Stock
Exchanges with an approximate €3.2 billion market capitalization; CONSUS Real Estate AG
(“Consus”), is a listed company on the London and Frankfurt Stock Exchanges; and
Aggregate Holdings SA (“Aggregate”) is a private company that is closely associated with
Adler and Consus.

Adler, Consus, and Aggregate are closely connected to Mr Cevdet Caner who is a founder,
controlling investor and an ultimate beneficial owner (“UBO”), under the Anti Money
Laundering (“AML”) and Know Your Client (“KYC”) laws and regulations. However, Mr Caner
has been fraudulently concealing his identity as a controlling investor and an ultimate
beneficial owner because he has been under criminal investigation by the Austrian
authorities (file number 611 St 39 / 11k) and has been involved in numerous past
bankruptcies and frauds, that have been publicly documented and are further summarized
below, including a detailed investigation involving Mr Caner by the Austrian Takeover
Commission (the “Austrian Commission”).

Accordingly, Mr Caner would never be able to comply with or meet the AML and KYC laws
and regulations that the financial industry are required to follow, and he has therefore
concealed his ownership and control of Adler by utilizing (i) complicated opaque structures,
(ii) jurisdictions with secrecy laws (i.e. Monaco), (iii) trusts, (iv) private profit sharing
agreements, (v) intercompany loans, and (vi) proxies, such as family members and trusted
associates, to own and manage companies on Mr Caner’s behalf. Mr Caner’s fraudulent
company structure and organization has achieved (i) hiding his ownership and control of
Adler, (ii) insider dealing, (iii) inflating the value of publicly listed securities in Adler for
personal gain, (iv) defrauding lenders and investors, (v) evading taxes, and (vi) using
company money to fund personal expenses.

I am personally aware of Mr Caner’s activities because I have worked with Mr Caner in the
past, and I have known Mr Caner and many of his accomplices for over 15 years. Moreover,
Mr Caner is committing the same exact fraud with Adler that he has committed in the past,
particularly at Level One Holdings. A criminal indictment was filed in 2018 by the Vienna
Public Prosecutor's office (file number 611 St 39 / 11k) against Mr Caner and his former
executives, several of which are currently involved in the above referenced fraud (i.e.
Wolfgang Hahn and Richard M Bunning). The criminal indictment charged Mr Caner and his
former executives with forming a criminal organization, commercial fraud, fraudulent
bankruptcy and money laundering, and described similar accomplices, organisational
structures, hidden fees, and procedures as outlined above regarding Adler, Consus, and

1
Aggregate. Thus, the fraud that is currently being committed is similar to what Mr Caner
has organised in the past with Level One Holdings.

INVESTMENT BANKING ASSISTANCE

Deutsche Bank, Goldman Sachs, JP Morgan, Kempen, Morgan Stanley, UBS and UniCredit
Bank (collectively, the “Investment Banks”) have been involved in raising debt and equity
capital and providing other investment advisory services to Adler.

Neither Adler nor Mr Caner could have achieved their success without the financial advice
and support provided by the Investment Banks. The Investment Banks assisted Mr Caner in
evading the AML and KYC laws while fraudulently concealing his identity as founder,
controlling investor and an ultimate beneficial owner even though they were aware of or
should have been aware of Mr Caner’s history and involvement in Adler. Accordingly, the
Investment Banks purposefully avoided performing enhanced due diligence on Mr Caner’s
involvement in Adler, failed in providing adequate systems and controls, and simultaneously
helped Mr Caner commit market abuse, market manipulation and tax evasion.

In a recent Adler Listing Prospectus dated 15 April 2019 (the “2019 Prospectus”) with JP
Morgan acting as the Sole Global Coordinator and Joint Bookrunner, and Morgan Stanley
and Unicredit Bank acting as Joint Bookrunners, the 2019 Prospectus briefly mentioned the
Commission’s investigation of and ruling against Mr Caner, but failed to address any of the
KYC and AML issues surrounding Mr Caner. In another recent Adler Listing Prospectus dated
5 December 2017 (the “2017 Prospectus”) with Goldman Sachs now acting as the Sole
Global Coordinator and Joint Bookrunner, and Deutsche Bank, JP Morgan and Morgan
Stanley acting as Joint Bookrunners, the 2017 Prospectus also briefly mentioned the
Commission’s investigation of and ruling against Mr Caner, but once again failed to address
any of the KYC and AML issues surrounding Mr Caner.

MARKETING SECURITIES IN THE UNITED STATES

Both Adler and Mr Caner have numerous connections to the United States based on their
actions over the last 8+ years. Adler has completed frequent roadshows throughout the
United States with the Investment Banks to numerous American investors. Below is a more
detailed list of Adler’s and Mr Caner’s various connections to the USA:
1. Adler completed a recent roadshow in the USA in October 2019 which included
meetings with the following US investors who subsequently invested in Adler1:
a. Amundi USA
b. Blackrock
c. CBRE
d. Cohen & Steers
e. Fidelity (owns 7% of Adler)
f. First State
g. FMR

1
The following list does not include all of the American investors that Adler visited or sold securities to during
its US investor roadshow.

2
 h. Franklin
i. JLL
j. Madison International, Larry Hedden
k. Massachusetts Financial Services, Boston (owns 3% Adler)
l. Moore Capital
m. Nuveen
n. Phoenix
o. Pictet Asset Management USA
p. Relative
q. Salient Capital
r. Soros Fund Management
s. State of New Jersey, Kathy Jassem, Senior Portfolio Manager
t. Timbercreek
u. T Rowe Price, Baltimore
v. Weiss Asset Management, Boston
w. Wellington
2. Mr Caner became involved in Adler as a founding shareholder by acquiring
Mezzanine IX Investors LP (a company based in the USA) in 2012 through his private
foundation, Caner Privatstiftung. In 2013, Mezzanine IX Investors LP (USA), owning
approximately 50% of Adler, transferred its headquarters from the USA to 412F, route
d'Esch L-2086 Luxembourg and was renamed Mezzanine IX Investors S.A. (registered
number B183858), a Luxembourg Société anonyme.
3. One of the main shareholders in Adler is White Star Investments LLC, a company
incorporated in Texas, whose registered office is in 3423 Piedmont Road, Suite 115, Atlanta
30305, Georgia, USA and registered with the Registrar of companies of The Office of the
Secretary of State of Texas under the number 800425757. White Star Investments LLC is
100% owned and controlled by Klaus Rudolf Werken, a Swiss based billionaire who has been
friends with Mr Caner since 2012 according to the Commission’s Report (section 53).
4. Mr Caner owned a home in New York City, was actively involved in investing in the
New York City real estate market and travels extensively to New York for personal and
business reasons.

AUSTRIAN TAKEOVER COMMISSION INVESTIGATION

The Austrian Takeover Commission (the “Austrian Commission”) initiated a proceeding on

March 2016 under the Austrian Takeover Act with respect to conwert Immobilien Invest SE,
an Austrian listed real estate company (“Conwert”). In a ruling dated 30 November 2016,
the Austrian Commission held that Adler, its subsidiaries MountainPeak Trading Limited
(“MountainPeak”) and WESTGRUND AG, Mr. Cevdet Caner and Petrus Advisers LLP had
acted in concert with respect to Conwert and had, thus, acquired a controlling stake in
Conwert on 29 September 2015 in the context of a potential transaction between Adler and
Conwert. Adler appealed the ruling to the Austrian Supreme Court (Oberster Gerichtshof,
“OGH”) on 14 December 2016; however, the OGH upheld the ruling of the Austrian
Commission on 10 April 2017. Mr Caner subsequently appealed the Austrian Commission’s
ruling to the European Court of Justice, which found that the Austrian Commission does not

3
comply with European law by acting independently; however, the facts and due diligence of
the Austrian Commission were not challenged.

Accordingly, on 22 November 2016, the Austrian Commission issued a detailed fact finding
report based on extensive evidence (the “Commission’s Report”), which detailed Mr
Caner’s involvement in Adler, including Mr Caner’s activities through his various trusts,
profit sharing agreements, intercompany loans and family members and trusted associates,
and confirmed his material involvement in Adler. Some of the evidence and findings of the
Commission’s Report are as follows:
1. Mr Cevdet Caner has an economic interest in Adler’s value due to his substantial
profit-sharing agreement with Bassan S.A.M. (Commission’s Report section 126)
2. Meridien Capital Management Limited (“Meridien”) has also concluded a consulting
contract with Adler and provides services for Adler in various areas. (Commission’s Report
section 59). Moreover, Meridien, based on its latest financial statements, has been sending
all of its profits to Bassan S.A.M. in the form of intercompany loans without any logical
financial justification for such loans. Meridien is controlled and ultimately owned by Mr
Caner and is further described below in connection with Richard M Bunning.
3. Mr Cevdet Caner initiated the acquisition of Conwert by Adler and brought the
proposal to Axel Harloff, an Adler Board Member at that time, after Mr Caner’s meeting
with Thomas Doll, Conwert’s CFO. (Commission’s Report section 126)
4. Mr Cevdet Caner introduced and structured all of the major proposals for the
Conwert acquisition and set the schedule for implementation. (Commission’s Report
section 126)
5. Mr Cevdet Caner initiated and took part in almost all of the meetings with the
Conwert management together with Adler representatives and regularly played the key role
in all of the discussions. In addition, Mr Caner met with the Conwert management team
without the Adler board of directors to discuss the transaction. (Commission’s Report
section 126)
6. Mr Cevdet Caner acts as Adler's “covert boss.” (Commission’s Report section 2)
7. Mr Cevdet Caner was often the first point of contact when the management of
Conwert wanted to contact Adler. (Commission’s Report section 126)
8. Mr Cevdet Caner proposed potential candidates on Adler’s behalf that could join the
Conwert board of directors. (Commission’s Report section 126). In addition, Mr Caner
threatened to replace the entire Conwert board of directors if his wishes were not fulfilled
after the talks with Conwert failed. (Commission’s Report section 3)
9. Mr Cevdet Caner has a major influence on the management of the Adler.
(Commission’s Report section 126)
10. Mr Cevdet Caner described himself as the “natural authority” of Adler, which he
attributed to his acquisition of shares in 2012 in Mezzanine IX Investors L.P. (USA), the then
controlling shareholder of Adler. (Commission’s Report section 51). Other people also
testified that anyone that wants to talk to Adler about business, actually has to talk to
Cevdet Caner. (Commission’s Report section 51).
11. Mr Tomas de Vargas Machuca, the then Member of the Management Board (Co-
CEO) and Chairman of the Executive Committee of Adler, said that Cevdet Caner had an
important say in Adler. (Commission’s Report section 84)
12. Mr Josef Schrattbauer (who is Ms Caner’s brother and Mr Caner’s brother in law)
owns and controls Bondi Beteiligungs GmbH, which has a material ownership stake in Adler

4
through its ownership in Mezzanine IX Investors SA (“Mezzanine IX”). Mr Schrattbauer’s
actions regarding his investments are always aligned with the wishes of Mr Caner and that it
was unclear where Mr Schrattbauer obtained the funds for his acquisition of Bondi
Beteiligungs GmbH. (Commission’s Report section 54)
13. One of the first meetings including both senior members from Adler and Conwert
was held in London on 26 October 2015. Participants included: Wolfgang Beck (Conwert
Director), Thomas Doll (Conwert CFO), Clemens Billek (Conwert Head of the Investor
Relations), Axel Harloff (Adler Board Member), Arndt Krienen (Adler Board Member), Tomas
de Vargas Machuca (Adler Board Member), Carsten Wolff (Adler Board Member) – as well
as several financial and legal advisors. However, this was one of the only meetings where
Cevdet Caner was not present because he did not want the banks to find out that he was
involved in the transaction. (Commission’s Report section 67)

The Commission’s Report, which is publicly available, is attached to this document. Some of
the personal details in the Commission’s Report have been redacted due to data secrecy
laws; however, I have prepared a detailed organizational chart (filling in the redacted
information) which exposes Mr Caner’s complicated ownership and control structure. The
organizational chart was created based on my knowledge of Mr Caner’s operations along
with public information and investigative analysis. I am attaching a copy of the
organizational chart to this Memorandum.

MR CEVDET CANER

Mr Caner was born 29 July 1973 in St. Poelten, Austria and is married to Gerda Schrattbauer
Caner. He also has a mistress in Berlin named

Mr Caner lives at however, he

actively travels between Berlin, Linz, London, Monaco and the United States in order to
carry out his fraudulent activities.

MR CANER’S ACCOMPLICES & PROXIES

Mr Caner has utilized a number of proxies, such as close family members and trusted
associates, to own and manage companies on Mr Caner’s behalf within his complicated
structures in order to conceal his ownership and control. Some of the people that have
repeatedly worked with Mr Caner throughout his structures are:
1. Gerda (nee Schrattbauer) Caner: Born in Steyr, Austria on 13 October 1978. Gerda
(nee Schrattbauer) Caner is Mr Caner’s wife. Ms Caner is an architect by trade without
any experience in managing real estate or finance. She is listed as the owner of Bassan
S.A.M., one of the main owners of Adler through its ownership in Mezzanine IX
Investors SA (“Mezzanine IX”). In addition, Bassan S.A.M. has agreed to an Advisory
and Profit Sharing Agreement for the benefit of Mr Caner as described in the
Commission’s Report (section 52).
2. Josef Schrattbauer: Born in Steyr, Austria on 8 June 1972. Josef Schrattbauer is Ms
Caner’s brother and Mr Caner’s brother in law. Mr Schrattbauer also owns and controls

5
 Bondi Beteiligungs GmbH, which has a material ownership stake in Adler through its
ownership in Mezzanine IX. The Commission’s Report (section 54) specifically stated
that Mr Schrattbauer’s actions regarding his investments are always aligned with the
wishes of Mr Caner and that it was unclear where Mr Schrattbauer obtained the funds
for his acquisition of Bondi Beteiligungs GmbH.
3. Richard McNeill Bunning: Mr Bunning was born in Fitzroy, Australia on 9 May 1980. Mr
Bunning has been a loyal employee to Mr Caner for 15 years and is involved as a
Director in numerous companies set up by Mr Caner. Mr Bunning has also been
appointed as the owner and manager, purely as a trustee for Mr Caner, of several
companies including Chelmer GmbH (which is one of the main owners of Adler through
its ownership in Mezzanine IX), Bassan S.A.M. (which is also one of the main owners of
Adler through its ownership in Mezzanine IX) and Meridien Capital Management
Limited (“Meridien”).
The Commission’s Report (section 59) stated that Meridien also provides services to
Adler based on an advisory agreement, and company records show that Meridien has
provided over £1 million of proceeds to Bassan S.A.M. in the form of an intercompany
loan. In addition, Meridien was formerly known as Greenbridge Capital Management
Limited, a name very similar to Green Bridge Capital Limited, one of the only companies
that is officially directly owned and controlled by Mr Caner. Mr Caner also owned and
utilized another similarly named company called Green Bridge Capital GmbH, which was
used in the Level One Holdings fraud and is further described in more detail below.
Finally, I have personally known Mr Bunning since he first became employed by Mr
Caner, and Mr Bunning has never had the financial resources or experience to acquire
and own companies with material interests in Adler and has always been eager to carry
out Mr Caner’s wishes in exchange for financial reward.
4. Wolfgang Hahn: Mr Hahn was born in Austria on May 1967. He is a director in
numerous past and present companies controlled by Mr Caner and also owns M1
Beteiligungs GmbH which owns a material stake in Adler, even though his source of
wealth is unclear, and he could not afford such a shareholding based on his own
resources. In addition, Mr Hahn owns 1% of Bassan S.A.M. and is also a director in the
Bassan S.A.M. even though the Commission’s Report (section 58) states that Mr Hahn
does not participate in the management of Bassan S.A.M. and Ms Caner allows him to
participate in Bassan S.A.M. to facilitate his residence in Monaco. The Commission’s
Report further states that Mr Hahn (i) has known Mr Caner for 13 years as of 2016, and
(ii) was formerly a director in Mr Caner’s company Green Bridge Capital Limited from
2009-2012 until the hedge fund that they were working on failed.
5. Tommaso de Vargas Machuca: Mr de Vargas Machuca was born in London, UK on 20
January 1974 and currently resides in London and works at
. He is a former Member of the Management Board (Co-CEO) and Chairman
of the Executive Committee of Adler Real Estate AG. Mr de Vargas Machuca has had a
close personal relationship with Mr Caner for 15 years. They initially met when Mr de
Vargas Machuca worked at Credit Suisse and provided Mr Caner with high leverage
financing for Mr Caner’s company Level One Holdings. Mr de Vargas Machuca was the
main relationship manager at Credit Suisse for Mr Caner and was his largest client.
After Level One Holdings was bankrupted by Mr Caner with Credit Suisse being the
largest creditor, Mr Caner hired Mr de Vargas Machuca in order to help restructure the

6
 Credit Suisse financing. Subsequently, Mr Caner personally hired Mr de Vargas
Machuca to work for Adler to execute Mr Caner’s strategy.
6. Patrick Burke: Mr Burke became the Chairman of Brack Capital Properties NV (“BCP”)
after Adler acquired 70% of the publicly listed shares of BCP in 2018. Although Mr
Burke has no experience with publicly listed companies or with real estate, he is close
friends with Mr de Vargas Machuca and they are also partners together in a UK classic
car company called Hero Events Limited.
7. Nematollah Farrokhnia: Mr Farrokhnia and Mr Caner have know each other since at
least 2011 when they were involved in the acquisition of 1,057 apartments in
Eberswalde by Pruss GmbH. Pruss GmbH is jointly controlled by Mr Farrokhnia and Mr
Caner and owns approximately 8% of Adler. Mr Caner usually partners with Mr
Farrokhnia in order to profit from insider dealings. Mr Farrokhnia has publicly denied
having any partnerships with Mr Caner.

ADLER REAL ESTATE AG

8. Mr Caner became involved in Adler as a founding shareholder by acquiring Mezzanine

IX Investors LP (USA) in 2012 through his private foundation, Caner Privatstiftung, an
Austrian Foundation whose registered office is in Hauptplatz 15-16, 4020 Linz and
registered in the Registrar of companies of Linz Austria under the number FN203484.
9. In 2013, Mezzanine IX Investors LP (USA), owning approximately 50% of Adler,
transferred its headquarters to 412F, route d'Esch L-2086 Luxembourg and was
renamed Mezzanine IX Investors S.A. (registered number B183858), a Luxembourg
Société anonyme (“Mezzanine IX”).
10. In addition, Caner Privatstiftung transferred its ownership in Mezzanine IX to Bassan
S.A.M. (Société anonyme monégasque), which is based in Monaco and subject to
secrecy laws.
11. Mezzanine IX lists the following people as beneficial owners of in the Luxembourg
Business Register:
a. Richard McNeill Bunning (Indirect participation of 36.73%)
b. Josef Schrattbauer (Indirect participation of 33.33%)
c. Gerda Caner (Indirect participation of 29.94%)
12. Mezzanine IX is owned equally (25% each) by the following 4 companies:
a. Bassan S.A.M. is a Société anonyme monégasque based in Monaco with its business
address at 9 Avenue JF Kennedy, 98000 Monaco and company number 10S05156.
Bassan S.A.M. is owned by Ms Caner, Mr Bunning and Mr Hahn. The directors of
Bassan S.A.M. consist of Ms Caner and Mr Hahn.2
b. Bondi Beteiligungs GmbH is a company incorporated under German law, whose
registered office is in Potsdamer Platz 10, 10785 Berlin and registered with the
Registrar of companies of Berlin Charlottenburg (D) under the number HRB140545B.
Josef Schrattbauer is the sole owner and director of Bondi Beteiligungs GmbH. The
Commission’s Report (section 54) concluded that Josef Schrattbauer would always

2
https://www.wiwo.de/finanzen/immobilien/adler-real-estate-kein-offizielles-amt/12609590-2.html ; Adler
aus der Asche, 19 November 2015

7
 act upon the wishes of Mr Caner and it was also unclear that Josef Schrattbauer used
his own funds for the acquisition of Mezzanine IX.
c. Chelmer GmbH is a company incorporated under German law, whose registered
office is in Kurfuerstendamm 21, 10719 Berlin and registered with the Registrar of
companies of Berlin Charlottenburg (D) under the number HRB140556B. The sole
owner and director of Chelmer GmbH is Mr Bunning.
d. White Star Investments LLC, a company incorporated under the USA law of Texas,
whose registered office is in 3423 Piedmont Road, Suite 115, Atlanta 30305, Georgia,
USA and registered with the Registrar of companies of The Office of the Secretary of
State of Texas under the number 800425757. White Star Investments LLC is 100%
owned and controlled by Klaus Rudolf Werken, a Swiss based billionaire who has
been friends with Mr Caner since 2012 according to the Commission’s Report
(section 53).
13. M1 Beteiligungs GmbH is a German limited liability company with its business address
at Schlossstrasse 110, 12163 Berlin and company number HRB119425. M1 Beteiligungs
GmbH is an owner in Adler. The sole owner and director of M1 Beteiligungs GmbH is
Wolfgang Hahn. According to two real estate professionals involved with M1
Beteiligungs GmbH, the company is really owned and controlled by Cevdet Caner.3
14. Pruss GmbH is a German limited liability company with its business address at
Schlossstrasse 110, 12163 Berlin and company number HRB54422B. Pruss GmbH is 51%
owned by Mezzanine IX and 49% owned by IMFARR Beteiligungs GmbH. The director of
Pruss GmbH is Wolfgang Hahn. Pruss GmbH is an owner in Adler.
15. MountainPeak was extensively discussed in the Commission’s Report and worked
closely with Mr Caner regarding the Conwert acquisition. MountainPeak was originally
100% owned by Teddy Sagi (referred to as [TT] in the Commission’s Report section 49),
until Mr Sagi sold his interest to Mr Caner on 17 August 2015. Mr Sagi is an Israeli
billionaire who was convicted of bribery, securities fraud, and aggravated fraud and was
handed a nine-month prison sentence. Mr Sagi and Mr Caner are friends that used to
live together in the same luxury apartment building in London known as the
Knightsbridge Apartments, 199 Knightsbridge, London SW7 1RH. Adler also acquired
Brack Capital Properties from Mr Sagi in 2018.
16. Adler has tried to minimize Mr Caner’s role and has described his involvement as a
consulting role only, despite his control and decision-making functions within Adler.
Adler spokesman Joerg Bretschneider stated that "Mr. Caner is sometimes with us as a
consultant"4; however, Mr Caner's influence on Adler is immense and several business
partners have referred in the press to Mr Caner as the “man behind Adler.”5

INSIDER DEALING

3
https://www.wiwo.de/finanzen/immobilien/adler-real-estate-kein-offizielles-amt/12609590-2.html ; “Adler
aus der Asche,” 19 November 2015
4
https://kurier.at/wirtschaft/nach-pleite-mischt-linzer-immo-zampano-wieder-mit/181.418.066 ; “Nach Pleite
mischt Linzer Immo-Zampano wieder mit” 17 February 2016
5
https://www.wiwo.de/finanzen/immobilien/adler-real-estate-kein-offizielles-amt/12609590-2.html ; Adler
aus der Asche, 19 November 2015

8
Mr Caner has used his control at Adler to illegally profit from numerous undisclosed insider
dealings based on complicated holding structures and proxies over the course of many
years. Some of these insider dealings are outlined below:

17. Estavis: In February 2014, Adler announced the acquisition of Estavis AG (now known
as Accentro Real Estate AG) for €40,000,000 in stock from Pruss GmbH and
Uhlandstrasse Investments GmbH. Pruss GmbH is a company that is controlled by Mr
Caner as described above.
Uhlandstrasse Investments GmbH (Formerly known as Brilliant 1710. GmbH) is also
another undisclosed related party in Adler that is controlled by Mr Caner, and was one
of the sellers of Adler to ADO Properties on 15 December 2019.
18. Westgrund AG (XTRA: WEG1) (“Westgrund”): In February 2015, Adler announced the
acquisition of Westgrund for a total consideration of €360,000,000. According to
Capital IQ, Wecken & Cie controlled and sold 17.8% shares of Westgrund to Adler for
€65,000,000. Moreover, Wecken & Cie is also one of the parties that sold shares to
ADO in 2019. As described above, Mr Wecken and Mr Caner have a long history of
working together.
19. Caesar JV Immobilienbesitz und Verwaltungs GmbH (“Caesar”): On 17 December
2018, Adler entered into a binding agreement to sell approximately 1,400 apartments
to Caesar. Adler disclosed that it continued to hold a 25% interest in Caesar (based on a
carrying value of €61,000,000) and that Adler will continue to undertake the asset
management for these apartments. The current manager of Caeser is Carsten Krause,
who started working at Caeser on August 2019. Mr Krause is also the manager of
Cenda GmbH since October 2019, which is owned by Spree Erste Beteiligungs GmbH
(“Spree”). Spree is controlled by Mr Josef Schrattbauer, Mr Caner’s brother in law.
Accordingly, Spree is another company controlled by and ultimately owned by Mr
Caner.
20. Glasmacherviertel: On 3 April 2018, Adler acquired 70% of BCP, a Dutch company
whose shares traded on the Tel Aviv Stock Exchange, which has total assets of
approximately €1.6 billion. In September 2019, Adler announced an agreement to sell
75% of the property company Glasmacherviertel (Alte Glashütte, 40625 Duesseldorf) to
an undisclosed investor, who was later identified as Spree, a company controlled and
ultimately owned by Mr Caner.6 Although the Glasmacherviertel was sold for a total
consideration of €375,000,000 (for 100% of the property), the sales contract was
adjusted in December 2019 based on a delayed closing and Spree has only paid Adler
€36,000,000 for the property to date based on a loan that it has received that is secured
against the property.7 Accordingly, Mr Caner secretly structured a free option to
himself on this property by paying a deposit of less than 10% to Adler based on no
equity invested but instead receiving the option payment from a loan that is secured
against the property. Simultaneously, Adler recorded a huge profit on its balance sheet
even though it only received less than a 10% down payment.

6
Immobilien Zeitung, “Das Spiel mit den Grundstücken,” Monika Leykam, 13 August 2020
7
Immobilien Zeitung, “Das Spiel mit den Grundstücken,” Monika Leykam, 13 August 2020

9
 LEVEL ONE HOLDINGS

21. Mr Caner started investing into German real estate with his company Level One in 2005
and acquired a portfolio of 28,000 residential properties in Germany by 2007, estimated
to be worth more than €1.5 billion at its peak.8
22. By 18 August 2008, Level One's two holding companies were placed in administration
by creditors. With a debt of €1.5 billion, Level One was the second largest real estate
bankruptcy in German history with the largest creditors comprising of Credit Suisse,
ABN Amro and Bear Stearns.9
23. Credit Suisse hired accounting firm RoelfsPartner to audit the Level One companies
controlled by Mr Caner. The audit performed by Stephan Schilling, a partner of
RoelfsPartner, found that Level One paid about €50 million to a Jersey company
controlled by two of Caner’s trusts. Consequently, Level One’s lenders blamed Mr
Caner for mismanagement and channelling €50 million from the Level One business
while failing to pay utility and tax bills.10 Mr Caner confirmed collecting the fees but
claimed that “the fees were industry standard.”11
24. Mr Caner had set up a complicated corporate structure with more than 150 companies
from London and Monaco and five German intermediate holding companies.12 At the
height of the boom, Mr Caner stated that he spent 500 hours a year in his private jet,
flying between London, Berlin and Linz, where his aides managed 200 companies
registered in Germany, Jersey, Liechtenstein and Luxembourg.13
25. After several years of investigation, Martina Semper, of the Vienna Public Prosecutor's
office, filed a 90 page indictment (file number 611 St 39 / 11k) on February 2018 against
Mr Caner and five former executives: Wolfgang Hahn, Gernot Schmidt (born June
1970), Bernd Thiele (born 18 March 1968), Peter Haider (born 24 January 1976), and
Herbert Ackerl.14 In addition, Richard M Bunning was being investigated separately.15
26. The indictment charges Mr Caner and his five former executives of forming a criminal
organization, commercial fraud, fraudulent bankruptcy and money laundering with a
total estimated damage of €145.162 million. According to the indictment, Caner
enriched himself personally by diverting almost €66 million to his companies. In
addition, the prosecutor claimed that Peter Haider had earned approximately €350,000,
Gernot Schmidt earned approximately €2.9 million on Green Bridge Capital, and
Wolfgang Hahn earned approximately €250,000. Accordingly, they face imprisonment

8
https://www.standard.co.uk/news/tycoon-forced-to-sell-20million-home-after-his-companies-go-bust-
6895088.html ; 3 December 2008
9
https://www.bloomberg.com/news/articles/2009-05-19/mayfair-eviction-fight-pits-credit-suisse-against-
investor ; 20 May 2009
10
https://www.bloomberg.com/news/articles/2009-05-19/mayfair-eviction-fight-pits-credit-suisse-against-
investor ; 20 May 2009
11
https://www.trend.at/wirtschaft/business/plattenbau-pleitier-linzer-immo-insolvenz-deutschlands-233543 ;
15 February 2009
12
“Level One wird nicht verramscht,” Financial Times Deutschland, 29 January 2009
13
https://www.bloomberg.com/news/articles/2009-05-19/mayfair-eviction-fight-pits-credit-suisse-against-
investor ; 20 May 2009
14
http://www.nachrichten.at/nachrichten/wirtschaft/Betrugsanklage-gegen-Linzer-Milliarden-Pleitier-Cevdet-
Caner;art15,2829022 / 28 February 2018
15
http://www.nachrichten.at/nachrichten/wirtschaft/wirtschaftsraumooe/Alleinherrscher-Pulp-Fiction-und-
ein-Kronzeuge;art467,2831069 / 3 March 2018

10
 of up to ten years.16 However, the prosecutor stated that Caner was the “head of the
organization, decision-maker and last word.”
27. The Vienna Public Prosecutor's office engaged Martin Geyer to independently examine
the documents seized during eight house searches. According to the 1074-page expert
opinion by Martin Geyer, the Level One group was already insolvent at the end of
December 2007, which should have been "subjectively recognizable" by the end of
March 2008, at the latest. However, in the period from 2006 to 2008, around €51.3
million in management, structuring and performance fees were withdrawn from the
Level One group in favour of Mr Caner. In addition, the bondholders were not
sufficiently informed about possible risks and were also not informed about a “hidden
commission” of £2.13 million for the sales company Green Bridge Capital GmbH. A
bankruptcy proceeding was opened against Green Bridge Capital GmbH in April 2010
which resulted in the company being deleted from the Vienna Business Register as a
result of its lack of funds.17
28. The prosecution also found that Mr Caner created a complex structure of companies in
order to personally benefit through the payment of commissions and fees and to also
create vehicles to wash the money. Accordingly, the central company involved in the
fraud and money washing under the indictment was the Caner Privatstiftung, whose
economic owner is Cevdet Caner since the year 2000. The Caner Privatstiftung owned
and controlled the Level One Holding (Austria) GmbH as early as 2003 and was the
interface of Mr Caner’s activities according to the prosecutor.18
29. The indictment concluded that the “the entire social structure served Caner for
personal gain” and that the consideration for the payments to Mr Caner’s companies
were only constructed after the fact.19

MAYFAIR TOWNHOUSE

30. Mr Caner acquired a property in Mayfair, London for £16 million in July 2007 through
Level One Residential (Jersey) Limited, registered in St. Helier, Jersey. In September
2008, Zolfo Cooper LLP, the U.K. administrator and a former unit of Kroll Inc.,
demanded repayment from Level One Residential (Jersey) Limited of about £1.26
million used to purchase the house and put the company into liquidation.20
31. Mr Caner’s acquisition of the Mayfair townhouse illustrates the lifestyle he enjoyed as
money flowed from Level One into Special Opportunity Holdings Limited, a company
owned by two of his private trusts, said four people with knowledge of Level One’s

16
http://www.nachrichten.at/nachrichten/wirtschaft/Betrugsanklage-gegen-Linzer-Milliarden-Pleitier-Cevdet-
Caner;art15,2829022 / 28 February 2018
17
https://kurier.at/wirtschaft/nach-pleite-mischt-linzer-immo-zampano-wieder-mit/181.418.066 ; “Nach
Pleite mischt Linzer Immo-Zampano wieder mit” 17 February 2016
18
http://www.nachrichten.at/nachrichten/wirtschaft/wirtschaftsraumooe/Vom-Hauptplatz-ueber-New-York-
zur-Anklage-Die-Firmen-des-Cevdet-Caner;art467,2830082 / 2 March 2018
19
http://www.nachrichten.at/nachrichten/wirtschaft/Betrugsanklage-gegen-Linzer-Milliarden-Pleitier-Cevdet-
Caner;art15,2829022 / 28 February 2018
20
https://www.bloomberg.com/news/articles/2009-05-19/mayfair-eviction-fight-pits-credit-suisse-against-
investor ; 20 May 2009

11
 insolvency.21 The Vienna Public Prosecutor's office also alleged that Special
Opportunity Holdings Limited was treated by Mr Caner as his private account which
received fees from Level One.22

CLC AG

32. The first venture that Mr Caner founded was a call-center operator called Call &
Logistics Center (“CLC AG”), which he listed on the Vienna stock exchange in 2001.23
33. Mr Caner gradually sold his CLC AG stake until the board ousted him in 2002.24
34. CLC AG declared bankruptcy in 2004.25

21
https://www.bloomberg.com/news/articles/2009-05-19/mayfair-eviction-fight-pits-credit-suisse-against-
investor ; 20 May 2009
22
http://www.nachrichten.at/nachrichten/wirtschaft/Betrugsanklage-gegen-Linzer-Milliarden-Pleitier-Cevdet-
Caner;art15,2829022 / 28 February 2018
23
https://www.bloomberg.com/news/articles/2009-05-19/mayfair-eviction-fight-pits-credit-suisse-against-
investor ; 20 May 2009
24
https://www.bloomberg.com/news/articles/2009-05-19/mayfair-eviction-fight-pits-credit-suisse-against-
investor ; 20 May 2009
25
https://www.bloomberg.com/news/articles/2009-05-19/mayfair-eviction-fight-pits-credit-suisse-against-
investor ; 20 May 2009

12